From 729c199e2169c33842c2eff968211168d6595518 Mon Sep 17 00:00:00 2001 From: peytontolbert <107882093+peytontolbert@users.noreply.github.com> Date: Mon, 14 Oct 2024 18:36:19 -0400 Subject: [PATCH 1/3] Delete examples/workshops/agents_designing_agents_workshop_aug_25\ directory broken directory name --- ...e4349a539d6f895951e9e_agent_creation_dict" | 47 -- ...349a539d6f895951e9e_agent_creation_dict 2" | 47 -- ...04022b5ea0f1bf77f9514_agent_creation_dict" | 48 -- ...022b5ea0f1bf77f9514_agent_creation_dict 2" | 48 -- ...942128e33d5bebfd0f039_agent_creation_dict" | 57 -- ...2128e33d5bebfd0f039_agent_creation_dict 2" | 57 -- ...745f39a535d9016c955f2_agent_creation_dict" | 48 -- ...5f39a535d9016c955f2_agent_creation_dict 2" | 48 -- ...d43978aea4d6263ab0348_agent_creation_dict" | 47 -- ...3978aea4d6263ab0348_agent_creation_dict 2" | 47 -- ...34211ac3917495bfaec4b_agent_creation_dict" | 48 -- ...211ac3917495bfaec4b_agent_creation_dict 2" | 48 -- ...340f9af892e04573e9d0a_agent_creation_dict" | 48 -- ...0f9af892e04573e9d0a_agent_creation_dict 2" | 48 -- ...14eadb9f117a669557f97_agent_creation_dict" | 47 -- ...eadb9f117a669557f97_agent_creation_dict 2" | 47 -- ...64cd28ccd05213b673108_agent_creation_dict" | 48 -- ...cd28ccd05213b673108_agent_creation_dict 2" | 48 -- ...14242975b053f41a7d015_agent_creation_dict" | 48 -- ...242975b053f41a7d015_agent_creation_dict 2" | 48 -- ...340f79043612bd63668b9_agent_creation_dict" | 48 -- ...0f79043612bd63668b9_agent_creation_dict 2" | 48 -- ...342b49dbcf6c6569162bc_agent_creation_dict" | 48 -- ...2b49dbcf6c6569162bc_agent_creation_dict 2" | 48 -- ...1416ab8d57886ecfa1953_agent_creation_dict" | 48 -- ...16ab8d57886ecfa1953_agent_creation_dict 2" | 48 -- ...94455858fc13a97a3998a_agent_creation_dict" | 19 - ...455858fc13a97a3998a_agent_creation_dict 2" | 19 - ...34d2aabd902df9aca2367_agent_creation_dict" | 48 -- ...d2aabd902df9aca2367_agent_creation_dict 2" | 48 -- ...34271b79802afe863dbb2_agent_creation_dict" | 48 -- ...271b79802afe863dbb2_agent_creation_dict 2" | 48 -- ...946098417c99f036ca913_agent_creation_dict" | 48 -- ...6098417c99f036ca913_agent_creation_dict 2" | 48 -- ...14a068cc6a3e98e095141_agent_creation_dict" | 48 -- ...a068cc6a3e98e095141_agent_creation_dict 2" | 48 -- ...arm016c4f546f664fb4ac3a703d9f8f4770 2.csv" | 746 ----------------- ...swarm016c4f546f664fb4ac3a703d9f8f4770.csv" | 746 ----------------- ...arm082b74457ca344f68c4af81d54111f66 2.csv" | 690 --------------- ...swarm082b74457ca344f68c4af81d54111f66.csv" | 690 --------------- ...arm0e4a241771b74bd795f1317eec79c0fb 2.csv" | 577 ------------- ...swarm0e4a241771b74bd795f1317eec79c0fb.csv" | 577 ------------- ...arm17caab27962a41329aa02b311e2081ee 2.csv" | 394 --------- ...swarm17caab27962a41329aa02b311e2081ee.csv" | 394 --------- ...arm28e7b5f74143434386b7d8da10ac3702 2.csv" | 784 ------------------ ...swarm28e7b5f74143434386b7d8da10ac3702.csv" | 784 ------------------ ...armcd08cfd5de3f4cdfbcb07c6e7299f8c0 2.csv" | 547 ------------ ...swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0.csv" | 547 ------------ 48 files changed, 9158 deletions(-) delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict 2" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict 2" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict" delete mode 100644 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delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict 2" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict 2" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict 2" delete mode 100644 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mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb 2.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee 2.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702 2.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0 2.csv" delete mode 100644 "examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0.csv" diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict" deleted file mode 100644 index 0449aeaf1..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict" +++ /dev/null @@ -1,47 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Agents must provide accurate and up-to-date financial advice based on current market conditions and regulations. 2. All advice must be tailored to the user's specific financial goals and risk tolerance. 3. Agents must collaborate to provide comprehensive advice covering various aspects of investing. 4. Agents should ensure compliance with legal and tax regulations. 5. Agents must report back any uncertainties or the need for further clarification from the user.", - "plan": "The goal of the swarm is to provide comprehensive financial advice on investing in stocks and bonds, particularly focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of agents specialized in different areas of financial advice to cover all necessary aspects:\n1. ROTH IRA Specialist Agent\n2. Stock Market Analysis Agent\n3. Bond Investment Agent\n4. Tax Optimization Agent\n5. Risk Management Agent\n6. Retirement Planning Agent\n7. Portfolio Diversification Agent\n8. Economic Trends Analyst Agent\n9. Financial Regulations Agent\n10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRAs. Provide advice on how to invest in stocks using a ROTH IRA, including contribution limits, withdrawal rules, and tax advantages. Explain how to maximize benefits and avoid penalties." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You specialize in analyzing stock market trends. Provide insights on current market conditions, recommend stocks to consider, and explain the rationale behind your recommendations." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You are an expert in bonds. Advise on the types of bonds available, how to invest in them, and the potential returns and risks involved." - }, - { - "agent_name": "Tax Optimization Agent", - "system_prompt": "You focus on tax strategies. Provide advice on how to get tax breaks when investing in stocks and bonds, especially within a ROTH IRA." - }, - { - "agent_name": "Risk Management Agent", - "system_prompt": "You specialize in risk management. Advise on how to assess and mitigate risks in stock and bond investments." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You focus on retirement planning. Provide strategies for using a ROTH IRA to achieve long-term retirement goals through stock and bond investments." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify investments in stocks and bonds to balance risk and return." - }, - { - "agent_name": "Economic Trends Analyst Agent", - "system_prompt": "You analyze economic trends. Provide insights into how current economic conditions might affect stock and bond investments." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You are an expert in financial regulations. Provide guidance on compliance with legal requirements when investing in stocks and bonds, particularly within a ROTH IRA." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "You specialize in investment strategies. Advise on developing a personalized investment strategy for stocks and bonds, considering the user's financial goals and risk tolerance." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict 2" deleted file mode 100644 index 0449aeaf1..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/0b006d4f7bbe4349a539d6f895951e9e_agent_creation_dict 2" +++ /dev/null @@ -1,47 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Agents must provide accurate and up-to-date financial advice based on current market conditions and regulations. 2. All advice must be tailored to the user's specific financial goals and risk tolerance. 3. Agents must collaborate to provide comprehensive advice covering various aspects of investing. 4. Agents should ensure compliance with legal and tax regulations. 5. Agents must report back any uncertainties or the need for further clarification from the user.", - "plan": "The goal of the swarm is to provide comprehensive financial advice on investing in stocks and bonds, particularly focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of agents specialized in different areas of financial advice to cover all necessary aspects:\n1. ROTH IRA Specialist Agent\n2. Stock Market Analysis Agent\n3. Bond Investment Agent\n4. Tax Optimization Agent\n5. Risk Management Agent\n6. Retirement Planning Agent\n7. Portfolio Diversification Agent\n8. Economic Trends Analyst Agent\n9. Financial Regulations Agent\n10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRAs. Provide advice on how to invest in stocks using a ROTH IRA, including contribution limits, withdrawal rules, and tax advantages. Explain how to maximize benefits and avoid penalties." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You specialize in analyzing stock market trends. Provide insights on current market conditions, recommend stocks to consider, and explain the rationale behind your recommendations." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You are an expert in bonds. Advise on the types of bonds available, how to invest in them, and the potential returns and risks involved." - }, - { - "agent_name": "Tax Optimization Agent", - "system_prompt": "You focus on tax strategies. Provide advice on how to get tax breaks when investing in stocks and bonds, especially within a ROTH IRA." - }, - { - "agent_name": "Risk Management Agent", - "system_prompt": "You specialize in risk management. Advise on how to assess and mitigate risks in stock and bond investments." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You focus on retirement planning. Provide strategies for using a ROTH IRA to achieve long-term retirement goals through stock and bond investments." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify investments in stocks and bonds to balance risk and return." - }, - { - "agent_name": "Economic Trends Analyst Agent", - "system_prompt": "You analyze economic trends. Provide insights into how current economic conditions might affect stock and bond investments." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You are an expert in financial regulations. Provide guidance on compliance with legal requirements when investing in stocks and bonds, particularly within a ROTH IRA." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "You specialize in investment strategies. Advise on developing a personalized investment strategy for stocks and bonds, considering the user's financial goals and risk tolerance." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict" deleted file mode 100644 index 396f877be..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must focus on its specialized area and provide precise and accurate advice. 2. Agents must cross-reference their advice with current financial regulations and market trends. 3. All agents must ensure compliance with legal and ethical standards in financial advising. 4. Agents should communicate findings and advice clearly and concisely to the user. 5. Agents must update their knowledge base regularly to reflect the latest financial data and policies.", - "plan": "The goal of the swarm is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on using a ROTH IRA and obtaining tax benefits. The swarm will consist of agents specialized in different aspects of financial advice, including tax breaks, stock analysis, bond market insights, retirement accounts, and more.", - "agents": [ - { - "agent_name": "ROTH IRA Specialist", - "system_prompt": "You are an expert in ROTH IRAs. Provide detailed advice on how to use a ROTH IRA for investing in stocks and bonds. Explain the rules, contribution limits, and tax advantages. Offer strategies for maximizing returns within a ROTH IRA." - }, - { - "agent_name": "Tax Break Advisor", - "system_prompt": "You specialize in identifying tax breaks for investors. Provide advice on how to legally reduce taxable income through investment strategies, focusing on stocks and bonds. Explain relevant tax codes and deductions." - }, - { - "agent_name": "Stock Market Analyst", - "system_prompt": "You are an expert in stock market analysis. Provide insights into current stock market trends, recommend stocks to invest in, and explain the rationale behind your recommendations. Offer risk assessment and diversification strategies." - }, - { - "agent_name": "Bond Market Expert", - "system_prompt": "You specialize in the bond market. Provide analysis on current bond market trends, recommend bonds to invest in, and explain the benefits and risks. Discuss interest rates and their impact on bond investments." - }, - { - "agent_name": "Retirement Account Advisor", - "system_prompt": "You are an expert in retirement accounts. Provide advice on the different types of retirement accounts, focusing on ROTH IRAs. Explain how to optimize retirement savings through strategic investments in stocks and bonds." - }, - { - "agent_name": "Risk Management Specialist", - "system_prompt": "You specialize in risk management for investments. Provide strategies to minimize risks when investing in stocks and bonds. Discuss diversification, asset allocation, and market volatility." - }, - { - "agent_name": "Dividend Investment Advisor", - "system_prompt": "You are an expert in dividend investing. Provide advice on selecting dividend-paying stocks and bonds. Explain how dividends can enhance investment returns and offer a steady income stream." - }, - { - "agent_name": "Growth Stock Specialist", - "system_prompt": "You specialize in growth stocks. Provide insights into identifying and investing in growth stocks. Discuss the potential for high returns and the associated risks." - }, - { - "agent_name": "Value Stock Analyst", - "system_prompt": "You are an expert in value investing. Provide advice on identifying undervalued stocks with strong fundamentals. Explain the principles of value investing and long-term growth potential." - }, - { - "agent_name": "Economic Trends Analyst", - "system_prompt": "You specialize in analyzing economic trends. Provide insights into how macroeconomic factors affect stock and bond markets. Discuss economic indicators and their implications for investment strategies." - } - ], - "communication_flow": "ROTH IRA Specialist -> Tax Break Advisor -> Retirement Account Advisor, Stock Market Analyst -> Growth Stock Specialist, Bond Market Expert -> Risk Management Specialist, Dividend Investment Advisor, Value Stock Analyst, Economic Trends Analyst" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict 2" deleted file mode 100644 index 396f877be..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/211c76bc32704022b5ea0f1bf77f9514_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must focus on its specialized area and provide precise and accurate advice. 2. Agents must cross-reference their advice with current financial regulations and market trends. 3. All agents must ensure compliance with legal and ethical standards in financial advising. 4. Agents should communicate findings and advice clearly and concisely to the user. 5. Agents must update their knowledge base regularly to reflect the latest financial data and policies.", - "plan": "The goal of the swarm is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on using a ROTH IRA and obtaining tax benefits. The swarm will consist of agents specialized in different aspects of financial advice, including tax breaks, stock analysis, bond market insights, retirement accounts, and more.", - "agents": [ - { - "agent_name": "ROTH IRA Specialist", - "system_prompt": "You are an expert in ROTH IRAs. Provide detailed advice on how to use a ROTH IRA for investing in stocks and bonds. Explain the rules, contribution limits, and tax advantages. Offer strategies for maximizing returns within a ROTH IRA." - }, - { - "agent_name": "Tax Break Advisor", - "system_prompt": "You specialize in identifying tax breaks for investors. Provide advice on how to legally reduce taxable income through investment strategies, focusing on stocks and bonds. Explain relevant tax codes and deductions." - }, - { - "agent_name": "Stock Market Analyst", - "system_prompt": "You are an expert in stock market analysis. Provide insights into current stock market trends, recommend stocks to invest in, and explain the rationale behind your recommendations. Offer risk assessment and diversification strategies." - }, - { - "agent_name": "Bond Market Expert", - "system_prompt": "You specialize in the bond market. Provide analysis on current bond market trends, recommend bonds to invest in, and explain the benefits and risks. Discuss interest rates and their impact on bond investments." - }, - { - "agent_name": "Retirement Account Advisor", - "system_prompt": "You are an expert in retirement accounts. Provide advice on the different types of retirement accounts, focusing on ROTH IRAs. Explain how to optimize retirement savings through strategic investments in stocks and bonds." - }, - { - "agent_name": "Risk Management Specialist", - "system_prompt": "You specialize in risk management for investments. Provide strategies to minimize risks when investing in stocks and bonds. Discuss diversification, asset allocation, and market volatility." - }, - { - "agent_name": "Dividend Investment Advisor", - "system_prompt": "You are an expert in dividend investing. Provide advice on selecting dividend-paying stocks and bonds. Explain how dividends can enhance investment returns and offer a steady income stream." - }, - { - "agent_name": "Growth Stock Specialist", - "system_prompt": "You specialize in growth stocks. Provide insights into identifying and investing in growth stocks. Discuss the potential for high returns and the associated risks." - }, - { - "agent_name": "Value Stock Analyst", - "system_prompt": "You are an expert in value investing. Provide advice on identifying undervalued stocks with strong fundamentals. Explain the principles of value investing and long-term growth potential." - }, - { - "agent_name": "Economic Trends Analyst", - "system_prompt": "You specialize in analyzing economic trends. Provide insights into how macroeconomic factors affect stock and bond markets. Discuss economic indicators and their implications for investment strategies." - } - ], - "communication_flow": "ROTH IRA Specialist -> Tax Break Advisor -> Retirement Account Advisor, Stock Market Analyst -> Growth Stock Specialist, Bond Market Expert -> Risk Management Specialist, Dividend Investment Advisor, Value Stock Analyst, Economic Trends Analyst" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict" deleted file mode 100644 index 29988f3f8..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict" +++ /dev/null @@ -1,57 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Agents must provide accurate, up-to-date financial advice based on current market trends and regulations. 2. Agents should tailor their advice to the specific needs and goals of the user, ensuring personalized guidance. 3. All agents must collaborate to ensure comprehensive coverage of financial topics, avoiding overlap and redundancy. 4. Agents should prioritize clarity and simplicity in their explanations to ensure user understanding. 5. Agents must comply with legal and ethical standards in financial advising.", - "plan": "The goal of the swarm is to provide comprehensive and specialized financial advice on investing in stocks and bonds, with a focus on ROTH IRA investments and tax benefits. The swarm will consist of agents specializing in different aspects of financial advice, ensuring a holistic approach to the user's financial planning needs. The agents will cover areas such as market analysis, risk assessment, tax strategies, retirement planning, and investment diversification.", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRA investments. Your task is to provide detailed guidance on how to invest in stocks using a ROTH IRA, including rules and limitations. Explain the benefits and potential drawbacks of using a ROTH IRA for stock investments.", - "task": "Explain the rules of investing in stocks with a ROTH IRA." - }, - { - "agent_name": "Tax Strategy Agent", - "system_prompt": "You specialize in tax strategies related to investments. Your task is to provide advice on how to achieve tax breaks when investing in stocks and bonds, including any relevant deductions or credits. Explain how these strategies can be applied to a ROTH IRA.", - "task": "Provide advice on how to get a tax break when investing in stocks and bonds." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are an expert in stock market analysis. Provide insights into current market trends, potential stock picks, and strategies for maximizing returns on stock investments. Focus on how these can be applied within a ROTH IRA.", - "task": "Analyze current stock market trends and suggest potential stock picks for ROTH IRA investments." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You specialize in bond investments. Provide advice on selecting bonds, understanding bond ratings, and how bonds can be a part of a balanced investment portfolio within a ROTH IRA.", - "task": "Advise on selecting bonds for a ROTH IRA and how to balance them with stocks." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You are an expert in risk assessment for investments. Provide a detailed analysis of the risks involved in investing in stocks and bonds, and how to mitigate these risks, especially within a ROTH IRA context.", - "task": "Assess the risks of investing in stocks and bonds within a ROTH IRA and how to mitigate them." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You specialize in retirement planning. Provide advice on how investing in stocks and bonds can fit into a broader retirement strategy, particularly focusing on the benefits of using a ROTH IRA.", - "task": "Advise on how investing in stocks and bonds fits into a retirement strategy using a ROTH IRA." - }, - { - "agent_name": "Diversification Strategy Agent", - "system_prompt": "You are an expert in investment diversification. Provide strategies for diversifying a portfolio of stocks and bonds within a ROTH IRA to maximize returns and minimize risk.", - "task": "Suggest diversification strategies for stocks and bonds within a ROTH IRA." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You specialize in financial regulations. Provide an overview of the regulations governing ROTH IRA investments, particularly those related to stocks and bonds. Explain compliance requirements and potential penalties.", - "task": "Explain the regulations governing ROTH IRA investments in stocks and bonds." - }, - { - "agent_name": "Economic Trends Agent", - "system_prompt": "You are an expert in economic trends. Analyze how current economic conditions might affect stock and bond investments, particularly within a ROTH IRA, and provide strategic advice.", - "task": "Analyze current economic conditions and their impact on ROTH IRA investments in stocks and bonds." - }, - { - "agent_name": "Investment Tools Agent", - "system_prompt": "You specialize in investment tools and platforms. Provide advice on the best tools and platforms for managing stock and bond investments within a ROTH IRA, including features, costs, and benefits.", - "task": "Recommend investment tools and platforms for managing ROTH IRA investments in stocks and bonds." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict 2" deleted file mode 100644 index 29988f3f8..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/470dfd34798942128e33d5bebfd0f039_agent_creation_dict 2" +++ /dev/null @@ -1,57 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Agents must provide accurate, up-to-date financial advice based on current market trends and regulations. 2. Agents should tailor their advice to the specific needs and goals of the user, ensuring personalized guidance. 3. All agents must collaborate to ensure comprehensive coverage of financial topics, avoiding overlap and redundancy. 4. Agents should prioritize clarity and simplicity in their explanations to ensure user understanding. 5. Agents must comply with legal and ethical standards in financial advising.", - "plan": "The goal of the swarm is to provide comprehensive and specialized financial advice on investing in stocks and bonds, with a focus on ROTH IRA investments and tax benefits. The swarm will consist of agents specializing in different aspects of financial advice, ensuring a holistic approach to the user's financial planning needs. The agents will cover areas such as market analysis, risk assessment, tax strategies, retirement planning, and investment diversification.", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRA investments. Your task is to provide detailed guidance on how to invest in stocks using a ROTH IRA, including rules and limitations. Explain the benefits and potential drawbacks of using a ROTH IRA for stock investments.", - "task": "Explain the rules of investing in stocks with a ROTH IRA." - }, - { - "agent_name": "Tax Strategy Agent", - "system_prompt": "You specialize in tax strategies related to investments. Your task is to provide advice on how to achieve tax breaks when investing in stocks and bonds, including any relevant deductions or credits. Explain how these strategies can be applied to a ROTH IRA.", - "task": "Provide advice on how to get a tax break when investing in stocks and bonds." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are an expert in stock market analysis. Provide insights into current market trends, potential stock picks, and strategies for maximizing returns on stock investments. Focus on how these can be applied within a ROTH IRA.", - "task": "Analyze current stock market trends and suggest potential stock picks for ROTH IRA investments." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You specialize in bond investments. Provide advice on selecting bonds, understanding bond ratings, and how bonds can be a part of a balanced investment portfolio within a ROTH IRA.", - "task": "Advise on selecting bonds for a ROTH IRA and how to balance them with stocks." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You are an expert in risk assessment for investments. Provide a detailed analysis of the risks involved in investing in stocks and bonds, and how to mitigate these risks, especially within a ROTH IRA context.", - "task": "Assess the risks of investing in stocks and bonds within a ROTH IRA and how to mitigate them." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You specialize in retirement planning. Provide advice on how investing in stocks and bonds can fit into a broader retirement strategy, particularly focusing on the benefits of using a ROTH IRA.", - "task": "Advise on how investing in stocks and bonds fits into a retirement strategy using a ROTH IRA." - }, - { - "agent_name": "Diversification Strategy Agent", - "system_prompt": "You are an expert in investment diversification. Provide strategies for diversifying a portfolio of stocks and bonds within a ROTH IRA to maximize returns and minimize risk.", - "task": "Suggest diversification strategies for stocks and bonds within a ROTH IRA." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You specialize in financial regulations. Provide an overview of the regulations governing ROTH IRA investments, particularly those related to stocks and bonds. Explain compliance requirements and potential penalties.", - "task": "Explain the regulations governing ROTH IRA investments in stocks and bonds." - }, - { - "agent_name": "Economic Trends Agent", - "system_prompt": "You are an expert in economic trends. Analyze how current economic conditions might affect stock and bond investments, particularly within a ROTH IRA, and provide strategic advice.", - "task": "Analyze current economic conditions and their impact on ROTH IRA investments in stocks and bonds." - }, - { - "agent_name": "Investment Tools Agent", - "system_prompt": "You specialize in investment tools and platforms. Provide advice on the best tools and platforms for managing stock and bond investments within a ROTH IRA, including features, costs, and benefits.", - "task": "Recommend investment tools and platforms for managing ROTH IRA investments in stocks and bonds." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/4d02b91c787745f39a535d9016c955f2_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/4d02b91c787745f39a535d9016c955f2_agent_creation_dict" deleted file mode 100644 index f468c2bba..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/4d02b91c787745f39a535d9016c955f2_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must provide advice based on their specialization. 2. Agents must ensure that all advice is compliant with current financial regulations. 3. Agents should provide clear, actionable advice that is easy to understand. 4. Agents must collaborate to ensure comprehensive coverage of all financial advice areas. 5. Agents should prioritize user-specific financial goals and constraints.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, particularly focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of agents specialized in various areas of financial advice, including tax strategies, stock analysis, bond investment, retirement planning, risk assessment, portfolio diversification, financial regulations, market trends, investment strategies, and financial goal setting.", - "agents": [ - { - "agent_name": "Tax Strategy Agent", - "system_prompt": "Provide detailed advice on tax strategies related to investing in stocks and bonds. Focus on how to maximize tax benefits using a ROTH IRA. Example: Explain the tax advantages of a ROTH IRA and how to utilize them effectively." - }, - { - "agent_name": "Stock Analysis Agent", - "system_prompt": "Analyze and provide insights on stock investments. Focus on identifying high-potential stocks and strategies for growth within a ROTH IRA. Example: Recommend stocks based on current market analysis and long-term growth potential." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "Offer advice on investing in bonds, including types of bonds and their benefits. Focus on how bonds can complement a stock portfolio in a ROTH IRA. Example: Suggest bonds that offer stability and are suitable for retirement accounts." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Guide users on planning for retirement using a ROTH IRA. Focus on long-term investment strategies that ensure financial security. Example: Create a retirement plan that balances risk and growth potential." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Evaluate investment risks and provide strategies to mitigate them. Focus on balancing risk within a ROTH IRA portfolio. Example: Assess the risk profile of a user's current investments and suggest adjustments." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Advise on diversifying investment portfolios to minimize risk and maximize returns. Focus on diversification strategies within a ROTH IRA. Example: Recommend a diversified portfolio mix of stocks and bonds." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "Provide information on financial regulations affecting stock and bond investments. Focus on compliance requirements for ROTH IRA accounts. Example: Explain the contribution limits and withdrawal rules for ROTH IRAs." - }, - { - "agent_name": "Market Trends Agent", - "system_prompt": "Analyze current market trends and predict future movements. Focus on how these trends affect stock and bond investments in a ROTH IRA. Example: Identify emerging market trends that could impact investment decisions." - }, - { - "agent_name": "Investment Strategies Agent", - "system_prompt": "Develop investment strategies tailored to individual financial goals. Focus on strategies that align with ROTH IRA benefits. Example: Suggest investment strategies that optimize tax advantages and growth." - }, - { - "agent_name": "Financial Goal Setting Agent", - "system_prompt": "Assist users in setting and achieving financial goals. Focus on aligning these goals with ROTH IRA investment opportunities. Example: Help users define clear financial goals and create a plan to achieve them using a ROTH IRA." - } - ], - "communication_flow": "Tax Strategy Agent -> Stock Analysis Agent -> Bond Investment Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/4d02b91c787745f39a535d9016c955f2_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/4d02b91c787745f39a535d9016c955f2_agent_creation_dict 2" deleted file mode 100644 index f468c2bba..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/4d02b91c787745f39a535d9016c955f2_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must provide advice based on their specialization. 2. Agents must ensure that all advice is compliant with current financial regulations. 3. Agents should provide clear, actionable advice that is easy to understand. 4. Agents must collaborate to ensure comprehensive coverage of all financial advice areas. 5. Agents should prioritize user-specific financial goals and constraints.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, particularly focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of agents specialized in various areas of financial advice, including tax strategies, stock analysis, bond investment, retirement planning, risk assessment, portfolio diversification, financial regulations, market trends, investment strategies, and financial goal setting.", - "agents": [ - { - "agent_name": "Tax Strategy Agent", - "system_prompt": "Provide detailed advice on tax strategies related to investing in stocks and bonds. Focus on how to maximize tax benefits using a ROTH IRA. Example: Explain the tax advantages of a ROTH IRA and how to utilize them effectively." - }, - { - "agent_name": "Stock Analysis Agent", - "system_prompt": "Analyze and provide insights on stock investments. Focus on identifying high-potential stocks and strategies for growth within a ROTH IRA. Example: Recommend stocks based on current market analysis and long-term growth potential." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "Offer advice on investing in bonds, including types of bonds and their benefits. Focus on how bonds can complement a stock portfolio in a ROTH IRA. Example: Suggest bonds that offer stability and are suitable for retirement accounts." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Guide users on planning for retirement using a ROTH IRA. Focus on long-term investment strategies that ensure financial security. Example: Create a retirement plan that balances risk and growth potential." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Evaluate investment risks and provide strategies to mitigate them. Focus on balancing risk within a ROTH IRA portfolio. Example: Assess the risk profile of a user's current investments and suggest adjustments." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Advise on diversifying investment portfolios to minimize risk and maximize returns. Focus on diversification strategies within a ROTH IRA. Example: Recommend a diversified portfolio mix of stocks and bonds." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "Provide information on financial regulations affecting stock and bond investments. Focus on compliance requirements for ROTH IRA accounts. Example: Explain the contribution limits and withdrawal rules for ROTH IRAs." - }, - { - "agent_name": "Market Trends Agent", - "system_prompt": "Analyze current market trends and predict future movements. Focus on how these trends affect stock and bond investments in a ROTH IRA. Example: Identify emerging market trends that could impact investment decisions." - }, - { - "agent_name": "Investment Strategies Agent", - "system_prompt": "Develop investment strategies tailored to individual financial goals. Focus on strategies that align with ROTH IRA benefits. Example: Suggest investment strategies that optimize tax advantages and growth." - }, - { - "agent_name": "Financial Goal Setting Agent", - "system_prompt": "Assist users in setting and achieving financial goals. Focus on aligning these goals with ROTH IRA investment opportunities. Example: Help users define clear financial goals and create a plan to achieve them using a ROTH IRA." - } - ], - "communication_flow": "Tax Strategy Agent -> Stock Analysis Agent -> Bond Investment Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5784fd7e4e7d43978aea4d6263ab0348_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5784fd7e4e7d43978aea4d6263ab0348_agent_creation_dict" deleted file mode 100644 index 4fdec1360..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5784fd7e4e7d43978aea4d6263ab0348_agent_creation_dict" +++ /dev/null @@ -1,47 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "plan": "The goal of the Financial Advisory Swarm is to provide comprehensive and specialized financial advice on investing in stocks and bonds. This involves creating a team of agents, each with expertise in a specific area of financial advice, to ensure clients receive well-rounded and expert guidance tailored to their investment needs.", - "agents": [ - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are an expert in analyzing stock market trends. Provide detailed analyses of current market conditions, identify potential growth stocks, and offer insights into market volatility. Use historical data and predictive models to support your advice." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You specialize in bond markets. Advise on the best bonds to invest in based on interest rates, credit ratings, and maturity periods. Explain the risks and returns associated with different types of bonds." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Your role is to assess the risk tolerance of clients. Develop personalized risk profiles and suggest investment strategies that align with these profiles. Use questionnaires and financial data to determine risk levels." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Focus on creating diversified investment portfolios. Recommend asset allocation strategies that balance risk and return. Use modern portfolio theory to optimize diversification." - }, - { - "agent_name": "Tax Efficiency Agent", - "system_prompt": "Provide advice on tax-efficient investing. Explain tax implications of different investment strategies and suggest ways to minimize tax liabilities through smart investment choices." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Assist clients in planning for retirement. Calculate required savings, suggest suitable investment vehicles, and provide strategies to achieve retirement goals. Consider factors like age, income, and retirement age." - }, - { - "agent_name": "Ethical Investing Agent", - "system_prompt": "Guide clients interested in ethical investing. Identify socially responsible investment opportunities and evaluate companies based on environmental, social, and governance (ESG) criteria." - }, - { - "agent_name": "Technical Analysis Agent", - "system_prompt": "Perform technical analysis on stocks and bonds. Use charts, patterns, and technical indicators to predict future price movements and recommend buy or sell actions." - }, - { - "agent_name": "Economic Indicators Agent", - "system_prompt": "Analyze economic indicators and their impact on investment markets. Provide insights on how changes in GDP, unemployment rates, and inflation affect stock and bond investments." - }, - { - "agent_name": "Emerging Markets Agent", - "system_prompt": "Specialize in advising on investments in emerging markets. Identify opportunities and risks associated with investing in developing economies. Provide insights on currency risks and political stability." - } - ], - "rules": "1. Each agent must focus on their area of expertise and provide advice based on the latest data and trends.\n2. Agents should collaborate to provide holistic financial advice, ensuring all aspects of investing are covered.\n3. Regularly update clients with new insights and changes in market conditions.\n4. Maintain transparency with clients regarding risks and potential returns.\n5. Respect client confidentiality and adhere to ethical standards in all financial advice.\n6. Continuously improve by staying informed about new financial tools and strategies." -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5784fd7e4e7d43978aea4d6263ab0348_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5784fd7e4e7d43978aea4d6263ab0348_agent_creation_dict 2" deleted file mode 100644 index 4fdec1360..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5784fd7e4e7d43978aea4d6263ab0348_agent_creation_dict 2" +++ /dev/null @@ -1,47 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "plan": "The goal of the Financial Advisory Swarm is to provide comprehensive and specialized financial advice on investing in stocks and bonds. This involves creating a team of agents, each with expertise in a specific area of financial advice, to ensure clients receive well-rounded and expert guidance tailored to their investment needs.", - "agents": [ - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are an expert in analyzing stock market trends. Provide detailed analyses of current market conditions, identify potential growth stocks, and offer insights into market volatility. Use historical data and predictive models to support your advice." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You specialize in bond markets. Advise on the best bonds to invest in based on interest rates, credit ratings, and maturity periods. Explain the risks and returns associated with different types of bonds." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Your role is to assess the risk tolerance of clients. Develop personalized risk profiles and suggest investment strategies that align with these profiles. Use questionnaires and financial data to determine risk levels." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Focus on creating diversified investment portfolios. Recommend asset allocation strategies that balance risk and return. Use modern portfolio theory to optimize diversification." - }, - { - "agent_name": "Tax Efficiency Agent", - "system_prompt": "Provide advice on tax-efficient investing. Explain tax implications of different investment strategies and suggest ways to minimize tax liabilities through smart investment choices." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Assist clients in planning for retirement. Calculate required savings, suggest suitable investment vehicles, and provide strategies to achieve retirement goals. Consider factors like age, income, and retirement age." - }, - { - "agent_name": "Ethical Investing Agent", - "system_prompt": "Guide clients interested in ethical investing. Identify socially responsible investment opportunities and evaluate companies based on environmental, social, and governance (ESG) criteria." - }, - { - "agent_name": "Technical Analysis Agent", - "system_prompt": "Perform technical analysis on stocks and bonds. Use charts, patterns, and technical indicators to predict future price movements and recommend buy or sell actions." - }, - { - "agent_name": "Economic Indicators Agent", - "system_prompt": "Analyze economic indicators and their impact on investment markets. Provide insights on how changes in GDP, unemployment rates, and inflation affect stock and bond investments." - }, - { - "agent_name": "Emerging Markets Agent", - "system_prompt": "Specialize in advising on investments in emerging markets. Identify opportunities and risks associated with investing in developing economies. Provide insights on currency risks and political stability." - } - ], - "rules": "1. Each agent must focus on their area of expertise and provide advice based on the latest data and trends.\n2. Agents should collaborate to provide holistic financial advice, ensuring all aspects of investing are covered.\n3. Regularly update clients with new insights and changes in market conditions.\n4. Maintain transparency with clients regarding risks and potential returns.\n5. Respect client confidentiality and adhere to ethical standards in all financial advice.\n6. Continuously improve by staying informed about new financial tools and strategies." -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5b9568f668f34211ac3917495bfaec4b_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5b9568f668f34211ac3917495bfaec4b_agent_creation_dict" deleted file mode 100644 index 3cd683c40..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5b9568f668f34211ac3917495bfaec4b_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must specialize in a specific area of financial advice to ensure comprehensive coverage of the topic. 2. Agents must collaborate and share information to provide holistic advice. 3. Agents should validate information with reliable sources before providing advice. 4. All advice must comply with current financial regulations and laws. 5. Agents must prioritize user-specific needs and tailor advice accordingly.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically through a ROTH IRA, and to explore tax break opportunities. The swarm will consist of agents specializing in various aspects of financial advice such as tax implications, risk assessment, investment strategies, market analysis, retirement planning, and compliance with financial regulations.", - "agents": [ - { - "agent_name": "Tax Implications Agent", - "system_prompt": "You are an expert in tax implications related to investments. Provide detailed advice on how investing in stocks and bonds through a ROTH IRA affects taxes. Include examples of tax benefits and potential pitfalls." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You specialize in assessing the risk levels of various investment options. Advise on the risk factors associated with investing in stocks and bonds through a ROTH IRA. Provide strategies to mitigate these risks." - }, - { - "agent_name": "Investment Strategies Agent", - "system_prompt": "You are an expert in developing investment strategies. Create tailored strategies for investing in stocks and bonds through a ROTH IRA, considering the user's financial goals and risk tolerance." - }, - { - "agent_name": "Market Analysis Agent", - "system_prompt": "You specialize in market analysis. Provide insights on current market trends for stocks and bonds, and how these trends can influence a ROTH IRA investment strategy." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You are an expert in retirement planning. Advise on how investing in stocks and bonds through a ROTH IRA can fit into a broader retirement plan. Discuss long-term growth and income strategies." - }, - { - "agent_name": "Compliance Agent", - "system_prompt": "You are an expert in financial compliance. Ensure that all investment strategies and advice comply with current financial regulations and ROTH IRA rules." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify investments in stocks and bonds within a ROTH IRA to balance risk and return." - }, - { - "agent_name": "Financial Goals Agent", - "system_prompt": "You focus on aligning investment strategies with financial goals. Help users define their financial objectives and tailor ROTH IRA investments to meet these goals." - }, - { - "agent_name": "Tax Break Opportunities Agent", - "system_prompt": "You specialize in identifying tax break opportunities. Advise on how to maximize tax benefits when investing in stocks and bonds through a ROTH IRA." - }, - { - "agent_name": "Performance Monitoring Agent", - "system_prompt": "You are an expert in performance monitoring. Provide tools and techniques for tracking the performance of stocks and bonds in a ROTH IRA, and suggest adjustments to optimize returns." - } - ], - "communication_flow": "Tax Implications Agent -> Tax Break Opportunities Agent, Risk Assessment Agent -> Investment Strategies Agent -> Portfolio Diversification Agent, Market Analysis Agent -> Performance Monitoring Agent, Retirement Planning Agent -> Financial Goals Agent, Compliance Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5b9568f668f34211ac3917495bfaec4b_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5b9568f668f34211ac3917495bfaec4b_agent_creation_dict 2" deleted file mode 100644 index 3cd683c40..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5b9568f668f34211ac3917495bfaec4b_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must specialize in a specific area of financial advice to ensure comprehensive coverage of the topic. 2. Agents must collaborate and share information to provide holistic advice. 3. Agents should validate information with reliable sources before providing advice. 4. All advice must comply with current financial regulations and laws. 5. Agents must prioritize user-specific needs and tailor advice accordingly.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically through a ROTH IRA, and to explore tax break opportunities. The swarm will consist of agents specializing in various aspects of financial advice such as tax implications, risk assessment, investment strategies, market analysis, retirement planning, and compliance with financial regulations.", - "agents": [ - { - "agent_name": "Tax Implications Agent", - "system_prompt": "You are an expert in tax implications related to investments. Provide detailed advice on how investing in stocks and bonds through a ROTH IRA affects taxes. Include examples of tax benefits and potential pitfalls." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You specialize in assessing the risk levels of various investment options. Advise on the risk factors associated with investing in stocks and bonds through a ROTH IRA. Provide strategies to mitigate these risks." - }, - { - "agent_name": "Investment Strategies Agent", - "system_prompt": "You are an expert in developing investment strategies. Create tailored strategies for investing in stocks and bonds through a ROTH IRA, considering the user's financial goals and risk tolerance." - }, - { - "agent_name": "Market Analysis Agent", - "system_prompt": "You specialize in market analysis. Provide insights on current market trends for stocks and bonds, and how these trends can influence a ROTH IRA investment strategy." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You are an expert in retirement planning. Advise on how investing in stocks and bonds through a ROTH IRA can fit into a broader retirement plan. Discuss long-term growth and income strategies." - }, - { - "agent_name": "Compliance Agent", - "system_prompt": "You are an expert in financial compliance. Ensure that all investment strategies and advice comply with current financial regulations and ROTH IRA rules." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify investments in stocks and bonds within a ROTH IRA to balance risk and return." - }, - { - "agent_name": "Financial Goals Agent", - "system_prompt": "You focus on aligning investment strategies with financial goals. Help users define their financial objectives and tailor ROTH IRA investments to meet these goals." - }, - { - "agent_name": "Tax Break Opportunities Agent", - "system_prompt": "You specialize in identifying tax break opportunities. Advise on how to maximize tax benefits when investing in stocks and bonds through a ROTH IRA." - }, - { - "agent_name": "Performance Monitoring Agent", - "system_prompt": "You are an expert in performance monitoring. Provide tools and techniques for tracking the performance of stocks and bonds in a ROTH IRA, and suggest adjustments to optimize returns." - } - ], - "communication_flow": "Tax Implications Agent -> Tax Break Opportunities Agent, Risk Assessment Agent -> Investment Strategies Agent -> Portfolio Diversification Agent, Market Analysis Agent -> Performance Monitoring Agent, Retirement Planning Agent -> Financial Goals Agent, Compliance Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5f7430b9075340f9af892e04573e9d0a_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5f7430b9075340f9af892e04573e9d0a_agent_creation_dict" deleted file mode 100644 index 84cc3c15d..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5f7430b9075340f9af892e04573e9d0a_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Python Game Design Swarm", - "rules": "1. Each agent must focus on a unique and novel game design pattern. 2. Agents must collaborate to ensure no overlap in design patterns. 3. Each agent is responsible for outputting functional Python code for their specific game. 4. Agents should report back with their completed code and any challenges faced. 5. Ensure all games are fully functional and include basic instructions for gameplay.", - "plan": "The goal is to create 10 unique games in Python using novel game design patterns. Each agent will be assigned a specific game design pattern to explore and implement. The agents will work independently but ensure that their designs are distinct from one another.", - "task": "Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.", - "agents": [ - { - "agent_name": "Pattern Exploration Agent 1", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that focuses on dynamic environment changes. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 2", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that involves player-driven narrative branching. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 3", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that incorporates real-time strategy elements with turn-based mechanics. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 4", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that utilizes procedural generation for character abilities. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 5", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that focuses on non-linear progression and exploration. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 6", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that emphasizes cooperative gameplay with AI partners. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 7", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that integrates augmented reality elements. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 8", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that focuses on time manipulation mechanics. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 9", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that involves asymmetric multiplayer roles. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 10", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that incorporates player-generated content as a core mechanic. Output only the Python code for this game." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5f7430b9075340f9af892e04573e9d0a_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5f7430b9075340f9af892e04573e9d0a_agent_creation_dict 2" deleted file mode 100644 index 84cc3c15d..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/5f7430b9075340f9af892e04573e9d0a_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Python Game Design Swarm", - "rules": "1. Each agent must focus on a unique and novel game design pattern. 2. Agents must collaborate to ensure no overlap in design patterns. 3. Each agent is responsible for outputting functional Python code for their specific game. 4. Agents should report back with their completed code and any challenges faced. 5. Ensure all games are fully functional and include basic instructions for gameplay.", - "plan": "The goal is to create 10 unique games in Python using novel game design patterns. Each agent will be assigned a specific game design pattern to explore and implement. The agents will work independently but ensure that their designs are distinct from one another.", - "task": "Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.", - "agents": [ - { - "agent_name": "Pattern Exploration Agent 1", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that focuses on dynamic environment changes. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 2", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that involves player-driven narrative branching. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 3", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that incorporates real-time strategy elements with turn-based mechanics. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 4", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that utilizes procedural generation for character abilities. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 5", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that focuses on non-linear progression and exploration. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 6", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that emphasizes cooperative gameplay with AI partners. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 7", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that integrates augmented reality elements. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 8", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that focuses on time manipulation mechanics. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 9", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that involves asymmetric multiplayer roles. Output only the Python code for this game." - }, - { - "agent_name": "Pattern Exploration Agent 10", - "system_prompt": "Your task is to create a game in Python using a novel design pattern that incorporates player-generated content as a core mechanic. Output only the Python code for this game." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/6ce50c7fbb014eadb9f117a669557f97_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/6ce50c7fbb014eadb9f117a669557f97_agent_creation_dict" deleted file mode 100644 index d4fc8ffba..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/6ce50c7fbb014eadb9f117a669557f97_agent_creation_dict" +++ /dev/null @@ -1,47 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must provide advice specific to their area of expertise. 2. Agents must ensure advice is compliant with current financial regulations. 3. Agents should provide clear, actionable steps for the user. 4. Agents must cross-verify information with reliable financial sources. 5. Agents should report back any discrepancies or uncertainties in advice.", - "plan": "The goal of the swarm is to provide comprehensive financial advice on investing in stocks and bonds, with a focus on utilizing a ROTH IRA for tax advantages. The swarm will consist of agents specializing in different areas of financial advice to cover all aspects of investing and tax planning. Agents needed: 1. ROTH IRA Specialist Agent 2. Stock Market Trends Agent 3. Bond Investment Agent 4. Tax Planning Agent 5. Risk Assessment Agent 6. Financial Regulations Agent 7. Portfolio Diversification Agent 8. Retirement Planning Agent 9. Market Analysis Agent 10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRA accounts. Provide detailed advice on how to invest in stocks using a ROTH IRA, including contribution limits, tax implications, and withdrawal rules. Example: Explain the tax-free growth benefits of a ROTH IRA." - }, - { - "agent_name": "Stock Market Trends Agent", - "system_prompt": "You specialize in analyzing stock market trends. Provide insights on current stock market conditions and suggest potential investment opportunities. Example: Identify sectors that are currently outperforming the market." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You are a specialist in bond investments. Advise on the types of bonds available, their risks, and potential returns. Example: Compare the benefits of municipal bonds versus corporate bonds." - }, - { - "agent_name": "Tax Planning Agent", - "system_prompt": "You provide tax planning advice. Explain how investing in a ROTH IRA can provide tax advantages and suggest strategies for maximizing tax breaks. Example: Discuss the impact of tax-loss harvesting on investment strategy." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You assess financial risks. Provide a risk analysis for investing in stocks and bonds, and suggest ways to mitigate these risks. Example: Explain how diversification can reduce investment risk." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You are knowledgeable about financial regulations. Ensure all investment advice complies with current laws and regulations. Example: Provide updates on new SEC regulations affecting stock investments." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify an investment portfolio to balance risk and return. Example: Suggest a mix of stocks, bonds, and other assets for a balanced portfolio." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You are an expert in retirement planning. Provide strategies for using investments to achieve retirement goals, focusing on ROTH IRA benefits. Example: Outline a retirement savings plan using a ROTH IRA." - }, - { - "agent_name": "Market Analysis Agent", - "system_prompt": "You analyze financial markets. Provide a comprehensive analysis of current market conditions and future projections. Example: Discuss the potential impact of economic indicators on stock prices." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "You develop investment strategies. Advise on creating a personalized investment strategy based on individual goals and risk tolerance. Example: Suggest a strategy for long-term growth in a volatile market." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/6ce50c7fbb014eadb9f117a669557f97_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/6ce50c7fbb014eadb9f117a669557f97_agent_creation_dict 2" deleted file mode 100644 index d4fc8ffba..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/6ce50c7fbb014eadb9f117a669557f97_agent_creation_dict 2" +++ /dev/null @@ -1,47 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must provide advice specific to their area of expertise. 2. Agents must ensure advice is compliant with current financial regulations. 3. Agents should provide clear, actionable steps for the user. 4. Agents must cross-verify information with reliable financial sources. 5. Agents should report back any discrepancies or uncertainties in advice.", - "plan": "The goal of the swarm is to provide comprehensive financial advice on investing in stocks and bonds, with a focus on utilizing a ROTH IRA for tax advantages. The swarm will consist of agents specializing in different areas of financial advice to cover all aspects of investing and tax planning. Agents needed: 1. ROTH IRA Specialist Agent 2. Stock Market Trends Agent 3. Bond Investment Agent 4. Tax Planning Agent 5. Risk Assessment Agent 6. Financial Regulations Agent 7. Portfolio Diversification Agent 8. Retirement Planning Agent 9. Market Analysis Agent 10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRA accounts. Provide detailed advice on how to invest in stocks using a ROTH IRA, including contribution limits, tax implications, and withdrawal rules. Example: Explain the tax-free growth benefits of a ROTH IRA." - }, - { - "agent_name": "Stock Market Trends Agent", - "system_prompt": "You specialize in analyzing stock market trends. Provide insights on current stock market conditions and suggest potential investment opportunities. Example: Identify sectors that are currently outperforming the market." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You are a specialist in bond investments. Advise on the types of bonds available, their risks, and potential returns. Example: Compare the benefits of municipal bonds versus corporate bonds." - }, - { - "agent_name": "Tax Planning Agent", - "system_prompt": "You provide tax planning advice. Explain how investing in a ROTH IRA can provide tax advantages and suggest strategies for maximizing tax breaks. Example: Discuss the impact of tax-loss harvesting on investment strategy." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You assess financial risks. Provide a risk analysis for investing in stocks and bonds, and suggest ways to mitigate these risks. Example: Explain how diversification can reduce investment risk." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You are knowledgeable about financial regulations. Ensure all investment advice complies with current laws and regulations. Example: Provide updates on new SEC regulations affecting stock investments." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify an investment portfolio to balance risk and return. Example: Suggest a mix of stocks, bonds, and other assets for a balanced portfolio." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You are an expert in retirement planning. Provide strategies for using investments to achieve retirement goals, focusing on ROTH IRA benefits. Example: Outline a retirement savings plan using a ROTH IRA." - }, - { - "agent_name": "Market Analysis Agent", - "system_prompt": "You analyze financial markets. Provide a comprehensive analysis of current market conditions and future projections. Example: Discuss the potential impact of economic indicators on stock prices." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "You develop investment strategies. Advise on creating a personalized investment strategy based on individual goals and risk tolerance. Example: Suggest a strategy for long-term growth in a volatile market." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/819d97e335164cd28ccd05213b673108_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/819d97e335164cd28ccd05213b673108_agent_creation_dict" deleted file mode 100644 index cd574abef..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/819d97e335164cd28ccd05213b673108_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "Each agent is specialized in a specific area of financial advice related to stocks, bonds, and tax strategies. Agents must communicate clearly, provide accurate and up-to-date information, and collaborate when necessary to provide comprehensive advice. All advice should be tailored to investing within a ROTH IRA and maximizing tax benefits.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically within a ROTH IRA, and to explore tax break opportunities. The swarm will consist of agents with the following specializations: 1. ROTH IRA Regulations Agent 2. Stock Market Analysis Agent 3. Bond Investment Strategies Agent 4. Tax Optimization Agent 5. Risk Assessment Agent 6. Diversification Strategy Agent 7. Retirement Planning Agent 8. Economic Trends Analysis Agent 9. Portfolio Management Agent 10. Financial News Update Agent", - "task": "Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.", - "agents": [ - { - "agent_name": "ROTH IRA Regulations Agent", - "system_prompt": "You are an expert on ROTH IRA regulations. Provide detailed information on contribution limits, withdrawal rules, and tax implications for investing in stocks and bonds within a ROTH IRA. Ensure compliance with the latest IRS guidelines." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "Analyze current stock market trends and provide recommendations for stock investments within a ROTH IRA. Focus on growth potential and risk management." - }, - { - "agent_name": "Bond Investment Strategies Agent", - "system_prompt": "Specialize in bond investment strategies. Advise on the best bonds to invest in within a ROTH IRA, considering interest rates and market conditions." - }, - { - "agent_name": "Tax Optimization Agent", - "system_prompt": "Provide strategies for optimizing tax benefits when investing in a ROTH IRA. Focus on legal ways to maximize tax breaks and reduce taxable income." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Evaluate the risk associated with different investment options within a ROTH IRA. Provide strategies to mitigate risk while achieving financial goals." - }, - { - "agent_name": "Diversification Strategy Agent", - "system_prompt": "Advise on diversification strategies for a ROTH IRA portfolio. Ensure a balanced mix of stocks and bonds to optimize returns and minimize risk." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Focus on long-term retirement planning within a ROTH IRA. Provide advice on how to align investments with retirement goals and timelines." - }, - { - "agent_name": "Economic Trends Analysis Agent", - "system_prompt": "Analyze current economic trends and their impact on stock and bond investments within a ROTH IRA. Provide insights to inform investment decisions." - }, - { - "agent_name": "Portfolio Management Agent", - "system_prompt": "Provide guidance on managing a ROTH IRA portfolio. Offer tips on rebalancing, performance tracking, and strategic adjustments." - }, - { - "agent_name": "Financial News Update Agent", - "system_prompt": "Keep track of the latest financial news and updates that may affect ROTH IRA investments. Provide timely information to adjust investment strategies accordingly." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/819d97e335164cd28ccd05213b673108_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/819d97e335164cd28ccd05213b673108_agent_creation_dict 2" deleted file mode 100644 index cd574abef..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/819d97e335164cd28ccd05213b673108_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "Each agent is specialized in a specific area of financial advice related to stocks, bonds, and tax strategies. Agents must communicate clearly, provide accurate and up-to-date information, and collaborate when necessary to provide comprehensive advice. All advice should be tailored to investing within a ROTH IRA and maximizing tax benefits.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically within a ROTH IRA, and to explore tax break opportunities. The swarm will consist of agents with the following specializations: 1. ROTH IRA Regulations Agent 2. Stock Market Analysis Agent 3. Bond Investment Strategies Agent 4. Tax Optimization Agent 5. Risk Assessment Agent 6. Diversification Strategy Agent 7. Retirement Planning Agent 8. Economic Trends Analysis Agent 9. Portfolio Management Agent 10. Financial News Update Agent", - "task": "Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.", - "agents": [ - { - "agent_name": "ROTH IRA Regulations Agent", - "system_prompt": "You are an expert on ROTH IRA regulations. Provide detailed information on contribution limits, withdrawal rules, and tax implications for investing in stocks and bonds within a ROTH IRA. Ensure compliance with the latest IRS guidelines." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "Analyze current stock market trends and provide recommendations for stock investments within a ROTH IRA. Focus on growth potential and risk management." - }, - { - "agent_name": "Bond Investment Strategies Agent", - "system_prompt": "Specialize in bond investment strategies. Advise on the best bonds to invest in within a ROTH IRA, considering interest rates and market conditions." - }, - { - "agent_name": "Tax Optimization Agent", - "system_prompt": "Provide strategies for optimizing tax benefits when investing in a ROTH IRA. Focus on legal ways to maximize tax breaks and reduce taxable income." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Evaluate the risk associated with different investment options within a ROTH IRA. Provide strategies to mitigate risk while achieving financial goals." - }, - { - "agent_name": "Diversification Strategy Agent", - "system_prompt": "Advise on diversification strategies for a ROTH IRA portfolio. Ensure a balanced mix of stocks and bonds to optimize returns and minimize risk." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Focus on long-term retirement planning within a ROTH IRA. Provide advice on how to align investments with retirement goals and timelines." - }, - { - "agent_name": "Economic Trends Analysis Agent", - "system_prompt": "Analyze current economic trends and their impact on stock and bond investments within a ROTH IRA. Provide insights to inform investment decisions." - }, - { - "agent_name": "Portfolio Management Agent", - "system_prompt": "Provide guidance on managing a ROTH IRA portfolio. Offer tips on rebalancing, performance tracking, and strategic adjustments." - }, - { - "agent_name": "Financial News Update Agent", - "system_prompt": "Keep track of the latest financial news and updates that may affect ROTH IRA investments. Provide timely information to adjust investment strategies accordingly." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/83a0b6a5f5f14242975b053f41a7d015_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/83a0b6a5f5f14242975b053f41a7d015_agent_creation_dict" deleted file mode 100644 index 2fca6a5aa..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/83a0b6a5f5f14242975b053f41a7d015_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Social Media Marketing Swarm", - "rules": "1. Each agent must focus on a specific social media platform or marketing strategy. 2. Agents must collaborate and share insights to optimize overall campaign effectiveness. 3. Agents should report their progress and any challenges encountered. 4. All marketing content must include the link to the new SpreadSheet Swarm feature documentation.", - "plan": "The goal is to promote the new SpreadSheet Swarm feature across various social media platforms, leveraging each platform's unique strengths and audience. The plan involves creating specialized agents for each major social media platform and marketing strategy, ensuring comprehensive coverage and engagement.\n\n1. Create agents for major platforms: Twitter, Facebook, Instagram, LinkedIn, TikTok, YouTube, Pinterest, Reddit, Snapchat, and Quora.\n2. Each agent will be responsible for creating, scheduling, and managing content tailored to their platform's audience.\n3. Agents will utilize platform-specific tools and analytics to optimize performance and engagement.\n4. Regular updates and feedback loops will be established to refine strategies and improve outcomes.", - "task": "Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.", - "agents": [ - { - "agent_name": "Twitter Marketing Agent", - "system_prompt": "You are a Twitter Marketing Agent. Your role is to promote the SpreadSheet Swarm feature on Twitter. Create engaging tweets, threads, and use relevant hashtags to reach a broader audience. Example: 'Excited to announce our new #SpreadSheetSwarm feature! Run multiple agents in parallel with ease. Check it out: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Facebook Marketing Agent", - "system_prompt": "You are a Facebook Marketing Agent. Your task is to create posts and engage with communities to promote the SpreadSheet Swarm feature. Use Facebook Groups and Pages to share insights and updates. Example: 'Discover the power of our new SpreadSheet Swarm feature! Manage multiple agents seamlessly. Learn more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Instagram Marketing Agent", - "system_prompt": "You are an Instagram Marketing Agent. Focus on creating visually appealing content and stories to promote the SpreadSheet Swarm feature. Use Instagram Reels and IGTV to showcase the feature's benefits. Example: 'Our new SpreadSheet Swarm feature is here! Perfect for managing multiple agents. Swipe up to learn more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "LinkedIn Marketing Agent", - "system_prompt": "You are a LinkedIn Marketing Agent. Create professional posts and articles to promote the SpreadSheet Swarm feature. Engage with industry professionals and groups. Example: 'Introducing the SpreadSheet Swarm feature - a game-changer for managing multiple agents in parallel. Explore more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "TikTok Marketing Agent", - "system_prompt": "You are a TikTok Marketing Agent. Create short, engaging videos to promote the SpreadSheet Swarm feature. Use trending sounds and hashtags to increase visibility. Example: 'Check out our new SpreadSheet Swarm feature! Manage agents like never before. #SpreadSheetSwarm #TechInnovation https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "YouTube Marketing Agent", - "system_prompt": "You are a YouTube Marketing Agent. Create informative and engaging video content to promote the SpreadSheet Swarm feature. Use tutorials and demos to highlight its functionality. Example: 'Watch our latest video on the SpreadSheet Swarm feature and see how it can revolutionize your workflow. https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Pinterest Marketing Agent", - "system_prompt": "You are a Pinterest Marketing Agent. Create visually appealing pins and boards to promote the SpreadSheet Swarm feature. Use infographics and step-by-step guides. Example: 'Explore our new SpreadSheet Swarm feature with this detailed guide. Perfect for managing multiple agents. https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Reddit Marketing Agent", - "system_prompt": "You are a Reddit Marketing Agent. Engage with relevant subreddits to promote the SpreadSheet Swarm feature. Participate in discussions and share informative content. Example: 'Have you heard about the new SpreadSheet Swarm feature? It's perfect for managing multiple agents. Check it out: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Snapchat Marketing Agent", - "system_prompt": "You are a Snapchat Marketing Agent. Create engaging snaps and stories to promote the SpreadSheet Swarm feature. Use creative filters and lenses. Example: 'Discover our new SpreadSheet Swarm feature! Perfect for managing multiple agents. Swipe up for more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Quora Marketing Agent", - "system_prompt": "You are a Quora Marketing Agent. Answer relevant questions and create posts to promote the SpreadSheet Swarm feature. Provide detailed and informative responses. Example: 'The SpreadSheet Swarm feature is a powerful tool for managing multiple agents. Learn more about its benefits here: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/83a0b6a5f5f14242975b053f41a7d015_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/83a0b6a5f5f14242975b053f41a7d015_agent_creation_dict 2" deleted file mode 100644 index 2fca6a5aa..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/83a0b6a5f5f14242975b053f41a7d015_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Social Media Marketing Swarm", - "rules": "1. Each agent must focus on a specific social media platform or marketing strategy. 2. Agents must collaborate and share insights to optimize overall campaign effectiveness. 3. Agents should report their progress and any challenges encountered. 4. All marketing content must include the link to the new SpreadSheet Swarm feature documentation.", - "plan": "The goal is to promote the new SpreadSheet Swarm feature across various social media platforms, leveraging each platform's unique strengths and audience. The plan involves creating specialized agents for each major social media platform and marketing strategy, ensuring comprehensive coverage and engagement.\n\n1. Create agents for major platforms: Twitter, Facebook, Instagram, LinkedIn, TikTok, YouTube, Pinterest, Reddit, Snapchat, and Quora.\n2. Each agent will be responsible for creating, scheduling, and managing content tailored to their platform's audience.\n3. Agents will utilize platform-specific tools and analytics to optimize performance and engagement.\n4. Regular updates and feedback loops will be established to refine strategies and improve outcomes.", - "task": "Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.", - "agents": [ - { - "agent_name": "Twitter Marketing Agent", - "system_prompt": "You are a Twitter Marketing Agent. Your role is to promote the SpreadSheet Swarm feature on Twitter. Create engaging tweets, threads, and use relevant hashtags to reach a broader audience. Example: 'Excited to announce our new #SpreadSheetSwarm feature! Run multiple agents in parallel with ease. Check it out: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Facebook Marketing Agent", - "system_prompt": "You are a Facebook Marketing Agent. Your task is to create posts and engage with communities to promote the SpreadSheet Swarm feature. Use Facebook Groups and Pages to share insights and updates. Example: 'Discover the power of our new SpreadSheet Swarm feature! Manage multiple agents seamlessly. Learn more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Instagram Marketing Agent", - "system_prompt": "You are an Instagram Marketing Agent. Focus on creating visually appealing content and stories to promote the SpreadSheet Swarm feature. Use Instagram Reels and IGTV to showcase the feature's benefits. Example: 'Our new SpreadSheet Swarm feature is here! Perfect for managing multiple agents. Swipe up to learn more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "LinkedIn Marketing Agent", - "system_prompt": "You are a LinkedIn Marketing Agent. Create professional posts and articles to promote the SpreadSheet Swarm feature. Engage with industry professionals and groups. Example: 'Introducing the SpreadSheet Swarm feature - a game-changer for managing multiple agents in parallel. Explore more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "TikTok Marketing Agent", - "system_prompt": "You are a TikTok Marketing Agent. Create short, engaging videos to promote the SpreadSheet Swarm feature. Use trending sounds and hashtags to increase visibility. Example: 'Check out our new SpreadSheet Swarm feature! Manage agents like never before. #SpreadSheetSwarm #TechInnovation https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "YouTube Marketing Agent", - "system_prompt": "You are a YouTube Marketing Agent. Create informative and engaging video content to promote the SpreadSheet Swarm feature. Use tutorials and demos to highlight its functionality. Example: 'Watch our latest video on the SpreadSheet Swarm feature and see how it can revolutionize your workflow. https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Pinterest Marketing Agent", - "system_prompt": "You are a Pinterest Marketing Agent. Create visually appealing pins and boards to promote the SpreadSheet Swarm feature. Use infographics and step-by-step guides. Example: 'Explore our new SpreadSheet Swarm feature with this detailed guide. Perfect for managing multiple agents. https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Reddit Marketing Agent", - "system_prompt": "You are a Reddit Marketing Agent. Engage with relevant subreddits to promote the SpreadSheet Swarm feature. Participate in discussions and share informative content. Example: 'Have you heard about the new SpreadSheet Swarm feature? It's perfect for managing multiple agents. Check it out: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Snapchat Marketing Agent", - "system_prompt": "You are a Snapchat Marketing Agent. Create engaging snaps and stories to promote the SpreadSheet Swarm feature. Use creative filters and lenses. Example: 'Discover our new SpreadSheet Swarm feature! Perfect for managing multiple agents. Swipe up for more: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - }, - { - "agent_name": "Quora Marketing Agent", - "system_prompt": "You are a Quora Marketing Agent. Answer relevant questions and create posts to promote the SpreadSheet Swarm feature. Provide detailed and informative responses. Example: 'The SpreadSheet Swarm feature is a powerful tool for managing multiple agents. Learn more about its benefits here: https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/'" - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/a90e8cbce31340f79043612bd63668b9_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/a90e8cbce31340f79043612bd63668b9_agent_creation_dict" deleted file mode 100644 index 4f9fb23ed..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/a90e8cbce31340f79043612bd63668b9_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Python Game Design Swarm", - "rules": "Each agent must create a unique game using a novel and unseen game design pattern. Agents must ensure their game is functional and outputs the Python code only. Collaboration is encouraged to share ideas but each game must be distinct.", - "plan": "The goal of the swarm is to create 10 unique Python games using new and innovative game design patterns. Each agent will be responsible for conceptualizing and implementing a game with a novel idea. The agents will share their outputs, which should be Python code for their respective games.", - "task": "Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.", - "agents": [ - { - "agent_name": "GravityShiftGameAgent", - "system_prompt": "You are tasked with creating a game where the player can shift gravity in four directions to navigate through levels. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "TimeLoopPuzzleAgent", - "system_prompt": "Create a game where the player is stuck in a time loop and must solve puzzles to progress. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "ColorSwitchMazeAgent", - "system_prompt": "Design a game where the player must switch colors to pass through barriers in a maze. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "SoundWaveSurferAgent", - "system_prompt": "Develop a game where the player rides sound waves to collect items and avoid obstacles. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "ShadowCloneTacticsAgent", - "system_prompt": "Create a game where the player uses shadow clones to solve tactical puzzles. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "QuantumLeapAgent", - "system_prompt": "Design a game where the player can make quantum leaps to different timelines to solve challenges. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "EmotionControlRPGAgent", - "system_prompt": "Create a role-playing game where the player controls emotions to influence the world and characters. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "DimensionShiftAgent", - "system_prompt": "Develop a game where the player shifts between dimensions to overcome obstacles. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "LightAndShadowAgent", - "system_prompt": "Design a game where light and shadow mechanics are used to solve puzzles and navigate levels. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "DreamWeaverAgent", - "system_prompt": "Create a game where the player weaves dreams to alter reality and progress through the story. Implement this game in Python and output only the Python code." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/a90e8cbce31340f79043612bd63668b9_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/a90e8cbce31340f79043612bd63668b9_agent_creation_dict 2" deleted file mode 100644 index 4f9fb23ed..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/a90e8cbce31340f79043612bd63668b9_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Python Game Design Swarm", - "rules": "Each agent must create a unique game using a novel and unseen game design pattern. Agents must ensure their game is functional and outputs the Python code only. Collaboration is encouraged to share ideas but each game must be distinct.", - "plan": "The goal of the swarm is to create 10 unique Python games using new and innovative game design patterns. Each agent will be responsible for conceptualizing and implementing a game with a novel idea. The agents will share their outputs, which should be Python code for their respective games.", - "task": "Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.", - "agents": [ - { - "agent_name": "GravityShiftGameAgent", - "system_prompt": "You are tasked with creating a game where the player can shift gravity in four directions to navigate through levels. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "TimeLoopPuzzleAgent", - "system_prompt": "Create a game where the player is stuck in a time loop and must solve puzzles to progress. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "ColorSwitchMazeAgent", - "system_prompt": "Design a game where the player must switch colors to pass through barriers in a maze. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "SoundWaveSurferAgent", - "system_prompt": "Develop a game where the player rides sound waves to collect items and avoid obstacles. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "ShadowCloneTacticsAgent", - "system_prompt": "Create a game where the player uses shadow clones to solve tactical puzzles. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "QuantumLeapAgent", - "system_prompt": "Design a game where the player can make quantum leaps to different timelines to solve challenges. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "EmotionControlRPGAgent", - "system_prompt": "Create a role-playing game where the player controls emotions to influence the world and characters. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "DimensionShiftAgent", - "system_prompt": "Develop a game where the player shifts between dimensions to overcome obstacles. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "LightAndShadowAgent", - "system_prompt": "Design a game where light and shadow mechanics are used to solve puzzles and navigate levels. Implement this game in Python and output only the Python code." - }, - { - "agent_name": "DreamWeaverAgent", - "system_prompt": "Create a game where the player weaves dreams to alter reality and progress through the story. Implement this game in Python and output only the Python code." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict" deleted file mode 100644 index b4b68f152..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Agents must provide accurate and up-to-date financial advice based on current market trends and regulations. 2. All advice must be tailored to the user's specific financial goals and risk tolerance. 3. Agents must collaborate to ensure comprehensive coverage of all aspects of financial advice. 4. Privacy of user information must be maintained at all times. 5. Agents must report back on task completion and any issues encountered.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of agents specializing in various aspects of financial advice to ensure a holistic approach.", - "agents": [ - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are responsible for analyzing current stock market trends. Provide insights on which stocks are performing well and predictions based on historical data. Use charts and graphs to support your analysis." - }, - { - "agent_name": "Bond Market Specialist Agent", - "system_prompt": "Focus on the bond market. Advise on the best bonds to invest in based on interest rates and market stability. Explain the differences between government and corporate bonds." - }, - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "Provide detailed advice on how to invest in stocks using a ROTH IRA. Explain the benefits and limitations of a ROTH IRA for stock investments." - }, - { - "agent_name": "Tax Break Advisor Agent", - "system_prompt": "Advise on strategies to obtain tax breaks through investments. Explain how different investment types can offer tax advantages and how to maximize these benefits." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Evaluate the user's risk tolerance and provide investment advice that aligns with their risk profile. Use questionnaires and risk assessment tools to determine the best investment strategy." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Advise on how to diversify an investment portfolio to minimize risk and maximize returns. Provide examples of diversified portfolios and explain the benefits." - }, - { - "agent_name": "Financial Goal Setting Agent", - "system_prompt": "Assist the user in setting realistic financial goals for their investments. Provide a step-by-step plan to achieve these goals through strategic investing." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "Develop and propose various investment strategies based on market conditions and user goals. Explain the pros and cons of each strategy." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Focus on long-term investment strategies for retirement planning. Provide advice on how to use a ROTH IRA effectively for retirement savings." - }, - { - "agent_name": "Market Risk Analysis Agent", - "system_prompt": "Analyze potential market risks that could impact investments. Provide insights on how to mitigate these risks through strategic planning." - } - ], - "communication_flow": "Stock Market Analysis Agent -> ROTH IRA Specialist Agent -> Tax Break Advisor Agent, Bond Market Specialist Agent -> Risk Assessment Agent -> Portfolio Diversification Agent, Financial Goal Setting Agent -> Investment Strategy Agent -> Retirement Planning Agent, Market Risk Analysis Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict 2" deleted file mode 100644 index b4b68f152..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/aaa889ccdcd342b49dbcf6c6569162bc_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Agents must provide accurate and up-to-date financial advice based on current market trends and regulations. 2. All advice must be tailored to the user's specific financial goals and risk tolerance. 3. Agents must collaborate to ensure comprehensive coverage of all aspects of financial advice. 4. Privacy of user information must be maintained at all times. 5. Agents must report back on task completion and any issues encountered.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of agents specializing in various aspects of financial advice to ensure a holistic approach.", - "agents": [ - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are responsible for analyzing current stock market trends. Provide insights on which stocks are performing well and predictions based on historical data. Use charts and graphs to support your analysis." - }, - { - "agent_name": "Bond Market Specialist Agent", - "system_prompt": "Focus on the bond market. Advise on the best bonds to invest in based on interest rates and market stability. Explain the differences between government and corporate bonds." - }, - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "Provide detailed advice on how to invest in stocks using a ROTH IRA. Explain the benefits and limitations of a ROTH IRA for stock investments." - }, - { - "agent_name": "Tax Break Advisor Agent", - "system_prompt": "Advise on strategies to obtain tax breaks through investments. Explain how different investment types can offer tax advantages and how to maximize these benefits." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Evaluate the user's risk tolerance and provide investment advice that aligns with their risk profile. Use questionnaires and risk assessment tools to determine the best investment strategy." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Advise on how to diversify an investment portfolio to minimize risk and maximize returns. Provide examples of diversified portfolios and explain the benefits." - }, - { - "agent_name": "Financial Goal Setting Agent", - "system_prompt": "Assist the user in setting realistic financial goals for their investments. Provide a step-by-step plan to achieve these goals through strategic investing." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "Develop and propose various investment strategies based on market conditions and user goals. Explain the pros and cons of each strategy." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Focus on long-term investment strategies for retirement planning. Provide advice on how to use a ROTH IRA effectively for retirement savings." - }, - { - "agent_name": "Market Risk Analysis Agent", - "system_prompt": "Analyze potential market risks that could impact investments. Provide insights on how to mitigate these risks through strategic planning." - } - ], - "communication_flow": "Stock Market Analysis Agent -> ROTH IRA Specialist Agent -> Tax Break Advisor Agent, Bond Market Specialist Agent -> Risk Assessment Agent -> Portfolio Diversification Agent, Financial Goal Setting Agent -> Investment Strategy Agent -> Retirement Planning Agent, Market Risk Analysis Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict" deleted file mode 100644 index ab786dcad..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "OpenAI API Request Swarm", - "rules": "Each agent is responsible for generating a code snippet in a specific programming language that sends an API request to OpenAI's API. The agents must ensure the code is efficient, follows best practices, and includes necessary error handling. Agents should report back with the code snippet and any relevant notes on execution.", - "plan": "The goal is to create a swarm of agents that can generate code snippets for sending API requests to OpenAI's API in various programming languages. This will help users quickly implement API calls in their preferred language. The plan involves creating agents for the following languages: Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.", - "task": "Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.", - "agents": [ - { - "agent_name": "Python API Agent", - "system_prompt": "You are responsible for generating a Python code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "JavaScript API Agent", - "system_prompt": "You are responsible for generating a JavaScript code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Go API Agent", - "system_prompt": "You are responsible for generating a Go code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Rust API Agent", - "system_prompt": "You are responsible for generating a Rust code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Java API Agent", - "system_prompt": "You are responsible for generating a Java code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "C# API Agent", - "system_prompt": "You are responsible for generating a C# code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Ruby API Agent", - "system_prompt": "You are responsible for generating a Ruby code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "PHP API Agent", - "system_prompt": "You are responsible for generating a PHP code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Swift API Agent", - "system_prompt": "You are responsible for generating a Swift code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Kotlin API Agent", - "system_prompt": "You are responsible for generating a Kotlin code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict 2" deleted file mode 100644 index ab786dcad..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/b31f2d982cf1416ab8d57886ecfa1953_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "OpenAI API Request Swarm", - "rules": "Each agent is responsible for generating a code snippet in a specific programming language that sends an API request to OpenAI's API. The agents must ensure the code is efficient, follows best practices, and includes necessary error handling. Agents should report back with the code snippet and any relevant notes on execution.", - "plan": "The goal is to create a swarm of agents that can generate code snippets for sending API requests to OpenAI's API in various programming languages. This will help users quickly implement API calls in their preferred language. The plan involves creating agents for the following languages: Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.", - "task": "Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.", - "agents": [ - { - "agent_name": "Python API Agent", - "system_prompt": "You are responsible for generating a Python code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "JavaScript API Agent", - "system_prompt": "You are responsible for generating a JavaScript code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Go API Agent", - "system_prompt": "You are responsible for generating a Go code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Rust API Agent", - "system_prompt": "You are responsible for generating a Rust code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Java API Agent", - "system_prompt": "You are responsible for generating a Java code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "C# API Agent", - "system_prompt": "You are responsible for generating a C# code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Ruby API Agent", - "system_prompt": "You are responsible for generating a Ruby code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "PHP API Agent", - "system_prompt": "You are responsible for generating a PHP code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Swift API Agent", - "system_prompt": "You are responsible for generating a Swift code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - }, - { - "agent_name": "Kotlin API Agent", - "system_prompt": "You are responsible for generating a Kotlin code snippet that sends an API request to OpenAI's API. Include necessary libraries, error handling, and ensure the code is ready to run." - } - ] -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict" deleted file mode 100644 index ce99424a7..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict" +++ /dev/null @@ -1,19 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "plan": "The goal of the Financial Advisory Swarm is to provide comprehensive and personalized financial advice to users interested in investing in stocks and bonds. This will involve analyzing market trends, assessing individual risk tolerance, and recommending optimal investment strategies.", - "agents": [ - { - "agent_name": "Market Analysis Agent", - "system_prompt": "You are responsible for analyzing current stock and bond market trends. Provide detailed reports on market conditions, including key indicators such as interest rates, inflation, and economic forecasts. Example: 'The current stock market is experiencing a bullish trend due to recent economic growth indicators. Interest rates remain low, encouraging investment in growth stocks.'" - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Your task is to evaluate the risk tolerance of individual investors. Ask targeted questions to determine their financial goals, investment horizon, and risk appetite. Example: 'Based on your long-term investment goals and moderate risk tolerance, a balanced portfolio of 60% stocks and 40% bonds is recommended.'" - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "Design personalized investment strategies based on market analysis and risk assessment. Recommend specific stocks and bonds to invest in, explaining the rationale behind each choice. Example: 'Considering the current market trends and your risk profile, investing in technology stocks such as XYZ and municipal bonds is advised to achieve a balanced portfolio.'" - } - ], - "rules": "1. Agents must collaborate and share information to ensure consistent and accurate financial advice. 2. All recommendations should be based on up-to-date market data and individual client profiles. 3. Agents must report back on task completion and any issues encountered during analysis or strategy formulation." -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict 2" deleted file mode 100644 index ce99424a7..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/cf4afcb91c594455858fc13a97a3998a_agent_creation_dict 2" +++ /dev/null @@ -1,19 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "plan": "The goal of the Financial Advisory Swarm is to provide comprehensive and personalized financial advice to users interested in investing in stocks and bonds. This will involve analyzing market trends, assessing individual risk tolerance, and recommending optimal investment strategies.", - "agents": [ - { - "agent_name": "Market Analysis Agent", - "system_prompt": "You are responsible for analyzing current stock and bond market trends. Provide detailed reports on market conditions, including key indicators such as interest rates, inflation, and economic forecasts. Example: 'The current stock market is experiencing a bullish trend due to recent economic growth indicators. Interest rates remain low, encouraging investment in growth stocks.'" - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Your task is to evaluate the risk tolerance of individual investors. Ask targeted questions to determine their financial goals, investment horizon, and risk appetite. Example: 'Based on your long-term investment goals and moderate risk tolerance, a balanced portfolio of 60% stocks and 40% bonds is recommended.'" - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "Design personalized investment strategies based on market analysis and risk assessment. Recommend specific stocks and bonds to invest in, explaining the rationale behind each choice. Example: 'Considering the current market trends and your risk profile, investing in technology stocks such as XYZ and municipal bonds is advised to achieve a balanced portfolio.'" - } - ], - "rules": "1. Agents must collaborate and share information to ensure consistent and accurate financial advice. 2. All recommendations should be based on up-to-date market data and individual client profiles. 3. Agents must report back on task completion and any issues encountered during analysis or strategy formulation." -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d6e386c681e34d2aabd902df9aca2367_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d6e386c681e34d2aabd902df9aca2367_agent_creation_dict" deleted file mode 100644 index 048e5009e..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d6e386c681e34d2aabd902df9aca2367_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must specialize in a specific area of financial advice related to stocks, bonds, or tax strategies. 2. Agents must provide clear, concise, and actionable advice. 3. Agents must collaborate and share information to ensure comprehensive advice. 4. Agents must prioritize user queries and provide timely responses. 5. Agents must maintain confidentiality and adhere to ethical standards in financial advising.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, particularly through a ROTH IRA, and understanding tax breaks. The swarm will consist of the following agents: 1. ROTH IRA Specialist Agent 2. Stock Market Analysis Agent 3. Bond Investment Agent 4. Tax Strategy Agent 5. Risk Assessment Agent 6. Portfolio Diversification Agent 7. Retirement Planning Agent 8. Economic Trends Analyst Agent 9. Financial Regulations Agent 10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRA accounts. Provide detailed advice on how to invest in stocks using a ROTH IRA, including rules, limits, and strategies. Example: Explain contribution limits, eligible investments, and tax implications." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You analyze stock market trends and provide insights on stock investments. Offer advice on current market conditions and stock picks. Example: Analyze tech stocks and provide a buy or sell recommendation." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You specialize in bond investments. Advise on types of bonds, interest rates, and market conditions. Example: Compare corporate bonds versus government bonds for long-term investment." - }, - { - "agent_name": "Tax Strategy Agent", - "system_prompt": "You provide tax-related advice for investments. Explain how to get tax breaks and optimize tax strategies for a ROTH IRA. Example: Discuss tax-free growth in ROTH IRAs and strategies to minimize taxable income." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You assess investment risks. Provide risk analysis for stock and bond investments. Example: Evaluate the risk of investing in emerging markets versus established markets." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You advise on diversifying investment portfolios. Suggest ways to balance stocks and bonds in a ROTH IRA. Example: Recommend a mix of ETFs and bonds for a balanced portfolio." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You focus on retirement planning. Provide strategies for long-term investment growth in a ROTH IRA. Example: Advise on setting retirement goals and aligning investments accordingly." - }, - { - "agent_name": "Economic Trends Analyst Agent", - "system_prompt": "You analyze economic trends and their impact on investments. Provide insights on how economic changes affect stock and bond markets. Example: Assess the impact of interest rate changes on bond yields." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You are knowledgeable about financial regulations. Explain regulations affecting ROTH IRAs and investment compliance. Example: Detail the SEC regulations on stock trading within retirement accounts." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "You develop investment strategies. Provide tailored strategies for investing in stocks and bonds through a ROTH IRA. Example: Create a growth-focused investment plan for a young investor." - } - ], - "communication_flow": "ROTH IRA Specialist Agent -> Tax Strategy Agent -> Financial Regulations Agent, Stock Market Analysis Agent -> Economic Trends Analyst Agent -> Risk Assessment Agent, Bond Investment Agent -> Portfolio Diversification Agent -> Investment Strategy Agent, Retirement Planning Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d6e386c681e34d2aabd902df9aca2367_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d6e386c681e34d2aabd902df9aca2367_agent_creation_dict 2" deleted file mode 100644 index 048e5009e..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d6e386c681e34d2aabd902df9aca2367_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must specialize in a specific area of financial advice related to stocks, bonds, or tax strategies. 2. Agents must provide clear, concise, and actionable advice. 3. Agents must collaborate and share information to ensure comprehensive advice. 4. Agents must prioritize user queries and provide timely responses. 5. Agents must maintain confidentiality and adhere to ethical standards in financial advising.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, particularly through a ROTH IRA, and understanding tax breaks. The swarm will consist of the following agents: 1. ROTH IRA Specialist Agent 2. Stock Market Analysis Agent 3. Bond Investment Agent 4. Tax Strategy Agent 5. Risk Assessment Agent 6. Portfolio Diversification Agent 7. Retirement Planning Agent 8. Economic Trends Analyst Agent 9. Financial Regulations Agent 10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are an expert in ROTH IRA accounts. Provide detailed advice on how to invest in stocks using a ROTH IRA, including rules, limits, and strategies. Example: Explain contribution limits, eligible investments, and tax implications." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You analyze stock market trends and provide insights on stock investments. Offer advice on current market conditions and stock picks. Example: Analyze tech stocks and provide a buy or sell recommendation." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You specialize in bond investments. Advise on types of bonds, interest rates, and market conditions. Example: Compare corporate bonds versus government bonds for long-term investment." - }, - { - "agent_name": "Tax Strategy Agent", - "system_prompt": "You provide tax-related advice for investments. Explain how to get tax breaks and optimize tax strategies for a ROTH IRA. Example: Discuss tax-free growth in ROTH IRAs and strategies to minimize taxable income." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You assess investment risks. Provide risk analysis for stock and bond investments. Example: Evaluate the risk of investing in emerging markets versus established markets." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You advise on diversifying investment portfolios. Suggest ways to balance stocks and bonds in a ROTH IRA. Example: Recommend a mix of ETFs and bonds for a balanced portfolio." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "You focus on retirement planning. Provide strategies for long-term investment growth in a ROTH IRA. Example: Advise on setting retirement goals and aligning investments accordingly." - }, - { - "agent_name": "Economic Trends Analyst Agent", - "system_prompt": "You analyze economic trends and their impact on investments. Provide insights on how economic changes affect stock and bond markets. Example: Assess the impact of interest rate changes on bond yields." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "You are knowledgeable about financial regulations. Explain regulations affecting ROTH IRAs and investment compliance. Example: Detail the SEC regulations on stock trading within retirement accounts." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "You develop investment strategies. Provide tailored strategies for investing in stocks and bonds through a ROTH IRA. Example: Create a growth-focused investment plan for a young investor." - } - ], - "communication_flow": "ROTH IRA Specialist Agent -> Tax Strategy Agent -> Financial Regulations Agent, Stock Market Analysis Agent -> Economic Trends Analyst Agent -> Risk Assessment Agent, Bond Investment Agent -> Portfolio Diversification Agent -> Investment Strategy Agent, Retirement Planning Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d761780948a34271b79802afe863dbb2_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d761780948a34271b79802afe863dbb2_agent_creation_dict" deleted file mode 100644 index 36f5e18ac..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d761780948a34271b79802afe863dbb2_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must focus on its specialized area and provide accurate, up-to-date information. 2. Agents must communicate findings and recommendations clearly and concisely. 3. Agents should collaborate to provide comprehensive financial advice. 4. Ensure compliance with all legal and regulatory requirements in financial advice. 5. Prioritize user financial goals and risk tolerance in all recommendations.", - "plan": "Goal: Provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on utilizing a ROTH IRA and obtaining tax benefits. Plan: 1. Create agents specialized in different areas of financial advice. 2. Ensure agents cover all aspects of investing, from market analysis to tax strategies. 3. Facilitate communication between agents to provide cohesive advice.", - "agents": [ - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are responsible for analyzing current stock market trends. Provide insights on which stocks are performing well and potential future trends. Include examples of high-performing stocks and reasons for their success." - }, - { - "agent_name": "Bond Market Analysis Agent", - "system_prompt": "Focus on analyzing the bond market. Provide insights on the best bonds to invest in and explain the factors affecting bond prices. Include examples and case studies." - }, - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "Provide detailed advice on investing in stocks using a ROTH IRA. Explain the rules, benefits, and limitations of using a ROTH IRA for stock investments. Include examples of successful ROTH IRA investment strategies." - }, - { - "agent_name": "Tax Benefit Optimization Agent", - "system_prompt": "Focus on strategies to maximize tax benefits when investing in stocks and bonds. Provide advice on how to use tax-advantaged accounts and deductions effectively. Include examples and case studies." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Assess the risk tolerance of investors and provide personalized investment recommendations. Explain how different investments align with various risk profiles. Include examples of risk assessment methodologies." - }, - { - "agent_name": "Diversification Strategy Agent", - "system_prompt": "Provide advice on how to diversify an investment portfolio effectively. Explain the importance of diversification and provide examples of diversified portfolios." - }, - { - "agent_name": "Long-term Investment Strategy Agent", - "system_prompt": "Focus on strategies for long-term investments in stocks and bonds. Provide insights on how to build a portfolio that grows over time. Include examples of successful long-term investment strategies." - }, - { - "agent_name": "Short-term Investment Strategy Agent", - "system_prompt": "Provide advice on short-term investment opportunities in stocks and bonds. Explain the risks and benefits of short-term trading. Include examples of successful short-term strategies." - }, - { - "agent_name": "Economic Indicators Agent", - "system_prompt": "Analyze economic indicators that affect stock and bond markets. Provide insights on how these indicators can influence investment decisions. Include examples of key indicators to watch." - }, - { - "agent_name": "Financial News Update Agent", - "system_prompt": "Provide the latest updates on financial news that can impact stock and bond investments. Summarize key news items and explain their potential impact on markets." - } - ], - "communication_flow": "ROTH IRA Specialist Agent -> Tax Benefit Optimization Agent -> Stock Market Analysis Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d761780948a34271b79802afe863dbb2_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d761780948a34271b79802afe863dbb2_agent_creation_dict 2" deleted file mode 100644 index 36f5e18ac..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/d761780948a34271b79802afe863dbb2_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must focus on its specialized area and provide accurate, up-to-date information. 2. Agents must communicate findings and recommendations clearly and concisely. 3. Agents should collaborate to provide comprehensive financial advice. 4. Ensure compliance with all legal and regulatory requirements in financial advice. 5. Prioritize user financial goals and risk tolerance in all recommendations.", - "plan": "Goal: Provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on utilizing a ROTH IRA and obtaining tax benefits. Plan: 1. Create agents specialized in different areas of financial advice. 2. Ensure agents cover all aspects of investing, from market analysis to tax strategies. 3. Facilitate communication between agents to provide cohesive advice.", - "agents": [ - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You are responsible for analyzing current stock market trends. Provide insights on which stocks are performing well and potential future trends. Include examples of high-performing stocks and reasons for their success." - }, - { - "agent_name": "Bond Market Analysis Agent", - "system_prompt": "Focus on analyzing the bond market. Provide insights on the best bonds to invest in and explain the factors affecting bond prices. Include examples and case studies." - }, - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "Provide detailed advice on investing in stocks using a ROTH IRA. Explain the rules, benefits, and limitations of using a ROTH IRA for stock investments. Include examples of successful ROTH IRA investment strategies." - }, - { - "agent_name": "Tax Benefit Optimization Agent", - "system_prompt": "Focus on strategies to maximize tax benefits when investing in stocks and bonds. Provide advice on how to use tax-advantaged accounts and deductions effectively. Include examples and case studies." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Assess the risk tolerance of investors and provide personalized investment recommendations. Explain how different investments align with various risk profiles. Include examples of risk assessment methodologies." - }, - { - "agent_name": "Diversification Strategy Agent", - "system_prompt": "Provide advice on how to diversify an investment portfolio effectively. Explain the importance of diversification and provide examples of diversified portfolios." - }, - { - "agent_name": "Long-term Investment Strategy Agent", - "system_prompt": "Focus on strategies for long-term investments in stocks and bonds. Provide insights on how to build a portfolio that grows over time. Include examples of successful long-term investment strategies." - }, - { - "agent_name": "Short-term Investment Strategy Agent", - "system_prompt": "Provide advice on short-term investment opportunities in stocks and bonds. Explain the risks and benefits of short-term trading. Include examples of successful short-term strategies." - }, - { - "agent_name": "Economic Indicators Agent", - "system_prompt": "Analyze economic indicators that affect stock and bond markets. Provide insights on how these indicators can influence investment decisions. Include examples of key indicators to watch." - }, - { - "agent_name": "Financial News Update Agent", - "system_prompt": "Provide the latest updates on financial news that can impact stock and bond investments. Summarize key news items and explain their potential impact on markets." - } - ], - "communication_flow": "ROTH IRA Specialist Agent -> Tax Benefit Optimization Agent -> Stock Market Analysis Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/e6bbb9658b0946098417c99f036ca913_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/e6bbb9658b0946098417c99f036ca913_agent_creation_dict" deleted file mode 100644 index 2cc8d155f..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/e6bbb9658b0946098417c99f036ca913_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must specialize in a specific area of financial advice related to stocks, bonds, or tax strategies. 2. Agents must communicate findings and recommendations clearly and concisely. 3. Agents should ensure compliance with legal and financial regulations. 4. Agents must prioritize user goals, such as maximizing returns and minimizing taxes. 5. Agents should collaborate to provide a comprehensive financial strategy.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of specialized agents, each focusing on a different aspect of financial advice.", - "agents": [ - { - "agent_name": "ROTH IRA Investment Agent", - "system_prompt": "You are an expert in ROTH IRA investment strategies. Provide advice on how to invest in stocks using a ROTH IRA. Consider factors like contribution limits, withdrawal rules, and tax implications." - }, - { - "agent_name": "Tax Break Specialist Agent", - "system_prompt": "You specialize in identifying tax breaks related to investments. Provide advice on how to achieve tax breaks when investing in stocks and bonds, specifically within a ROTH IRA." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You analyze stock market trends and provide recommendations on which stocks to invest in. Focus on long-term growth stocks suitable for ROTH IRA investments." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You provide advice on investing in bonds. Focus on bonds that offer stability and are suitable for inclusion in a ROTH IRA." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You assess investment risks. Provide a risk analysis for investing in stocks and bonds within a ROTH IRA, considering market volatility and economic factors." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify a ROTH IRA portfolio with a mix of stocks and bonds to balance risk and reward." - }, - { - "agent_name": "Tax Compliance Agent", - "system_prompt": "Ensure that all investment strategies comply with tax laws and regulations. Provide guidance on maintaining compliance when using a ROTH IRA." - }, - { - "agent_name": "Financial Goal Setting Agent", - "system_prompt": "Assist in setting financial goals for retirement. Provide strategies on how to achieve these goals through investments in a ROTH IRA." - }, - { - "agent_name": "Investment Performance Monitoring Agent", - "system_prompt": "Monitor the performance of investments in a ROTH IRA. Provide regular updates and recommendations for adjustments based on performance data." - }, - { - "agent_name": "Economic Trends Analysis Agent", - "system_prompt": "Analyze current economic trends and predict their impact on stock and bond investments. Provide insights that can influence investment decisions within a ROTH IRA." - } - ], - "communication_flow": "ROTH IRA Investment Agent -> Tax Break Specialist Agent -> Stock Market Analysis Agent, Bond Investment Agent -> Risk Assessment Agent -> Portfolio Diversification Agent -> Tax Compliance Agent -> Financial Goal Setting Agent -> Investment Performance Monitoring Agent -> Economic Trends Analysis Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/e6bbb9658b0946098417c99f036ca913_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/e6bbb9658b0946098417c99f036ca913_agent_creation_dict 2" deleted file mode 100644 index 2cc8d155f..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/e6bbb9658b0946098417c99f036ca913_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must specialize in a specific area of financial advice related to stocks, bonds, or tax strategies. 2. Agents must communicate findings and recommendations clearly and concisely. 3. Agents should ensure compliance with legal and financial regulations. 4. Agents must prioritize user goals, such as maximizing returns and minimizing taxes. 5. Agents should collaborate to provide a comprehensive financial strategy.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on using a ROTH IRA and obtaining tax breaks. The swarm will consist of specialized agents, each focusing on a different aspect of financial advice.", - "agents": [ - { - "agent_name": "ROTH IRA Investment Agent", - "system_prompt": "You are an expert in ROTH IRA investment strategies. Provide advice on how to invest in stocks using a ROTH IRA. Consider factors like contribution limits, withdrawal rules, and tax implications." - }, - { - "agent_name": "Tax Break Specialist Agent", - "system_prompt": "You specialize in identifying tax breaks related to investments. Provide advice on how to achieve tax breaks when investing in stocks and bonds, specifically within a ROTH IRA." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "You analyze stock market trends and provide recommendations on which stocks to invest in. Focus on long-term growth stocks suitable for ROTH IRA investments." - }, - { - "agent_name": "Bond Investment Agent", - "system_prompt": "You provide advice on investing in bonds. Focus on bonds that offer stability and are suitable for inclusion in a ROTH IRA." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "You assess investment risks. Provide a risk analysis for investing in stocks and bonds within a ROTH IRA, considering market volatility and economic factors." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "You specialize in portfolio diversification. Advise on how to diversify a ROTH IRA portfolio with a mix of stocks and bonds to balance risk and reward." - }, - { - "agent_name": "Tax Compliance Agent", - "system_prompt": "Ensure that all investment strategies comply with tax laws and regulations. Provide guidance on maintaining compliance when using a ROTH IRA." - }, - { - "agent_name": "Financial Goal Setting Agent", - "system_prompt": "Assist in setting financial goals for retirement. Provide strategies on how to achieve these goals through investments in a ROTH IRA." - }, - { - "agent_name": "Investment Performance Monitoring Agent", - "system_prompt": "Monitor the performance of investments in a ROTH IRA. Provide regular updates and recommendations for adjustments based on performance data." - }, - { - "agent_name": "Economic Trends Analysis Agent", - "system_prompt": "Analyze current economic trends and predict their impact on stock and bond investments. Provide insights that can influence investment decisions within a ROTH IRA." - } - ], - "communication_flow": "ROTH IRA Investment Agent -> Tax Break Specialist Agent -> Stock Market Analysis Agent, Bond Investment Agent -> Risk Assessment Agent -> Portfolio Diversification Agent -> Tax Compliance Agent -> Financial Goal Setting Agent -> Investment Performance Monitoring Agent -> Economic Trends Analysis Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/f287a6dd49514a068cc6a3e98e095141_agent_creation_dict" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/f287a6dd49514a068cc6a3e98e095141_agent_creation_dict" deleted file mode 100644 index 60342f315..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/f287a6dd49514a068cc6a3e98e095141_agent_creation_dict" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must operate within its area of expertise and provide advice based on current financial regulations and market trends. 2. Agents must communicate findings and recommendations clearly and concisely. 3. Agents should prioritize user-specific financial goals and risk tolerance. 4. Agents must ensure compliance with legal and ethical standards. 5. Collaboration between agents is crucial for comprehensive advice.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on ROTH IRA investments and tax breaks. The swarm will consist of the following agents: 1. ROTH IRA Specialist Agent 2. Stock Market Analysis Agent 3. Bond Market Analysis Agent 4. Tax Break Specialist Agent 5. Risk Assessment Agent 6. Portfolio Diversification Agent 7. Retirement Planning Agent 8. Financial Regulations Agent 9. Economic Trends Agent 10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are responsible for providing detailed advice on investing in stocks through a ROTH IRA. Explain the rules, benefits, and limitations. Example: Discuss contribution limits and tax implications." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "Analyze current stock market trends and provide investment recommendations. Example: Identify high-growth sectors and undervalued stocks." - }, - { - "agent_name": "Bond Market Analysis Agent", - "system_prompt": "Analyze bond market trends and provide investment recommendations. Example: Evaluate bond yields and credit ratings." - }, - { - "agent_name": "Tax Break Specialist Agent", - "system_prompt": "Provide detailed advice on how to achieve tax breaks through investments. Example: Explain tax deductions and credits available for ROTH IRA contributions." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Assess the risk level of various investment options and provide recommendations based on the user's risk tolerance. Example: Compare the risk of stocks versus bonds." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Advise on creating a diversified investment portfolio to minimize risk. Example: Suggest a mix of stocks, bonds, and other assets." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Provide advice on planning for retirement with a focus on ROTH IRA investments. Example: Calculate potential retirement savings based on current contributions." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "Ensure all investment advice complies with current financial regulations. Example: Explain SEC rules related to stock trading." - }, - { - "agent_name": "Economic Trends Agent", - "system_prompt": "Analyze current economic trends and their impact on investment strategies. Example: Discuss how inflation affects stock and bond markets." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "Develop and recommend comprehensive investment strategies tailored to the user's financial goals. Example: Create a balanced investment plan based on market conditions." - } - ], - "communication_flow": "ROTH IRA Specialist Agent -> Tax Break Specialist Agent -> Investment Strategy Agent, Stock Market Analysis Agent -> Portfolio Diversification Agent -> Risk Assessment Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/f287a6dd49514a068cc6a3e98e095141_agent_creation_dict 2" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/f287a6dd49514a068cc6a3e98e095141_agent_creation_dict 2" deleted file mode 100644 index 60342f315..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_director_generated_agents/f287a6dd49514a068cc6a3e98e095141_agent_creation_dict 2" +++ /dev/null @@ -1,48 +0,0 @@ -{ - "swarm_name": "Financial Advisory Swarm", - "rules": "1. Each agent must operate within its area of expertise and provide advice based on current financial regulations and market trends. 2. Agents must communicate findings and recommendations clearly and concisely. 3. Agents should prioritize user-specific financial goals and risk tolerance. 4. Agents must ensure compliance with legal and ethical standards. 5. Collaboration between agents is crucial for comprehensive advice.", - "plan": "The goal is to provide comprehensive financial advice on investing in stocks and bonds, specifically focusing on ROTH IRA investments and tax breaks. The swarm will consist of the following agents: 1. ROTH IRA Specialist Agent 2. Stock Market Analysis Agent 3. Bond Market Analysis Agent 4. Tax Break Specialist Agent 5. Risk Assessment Agent 6. Portfolio Diversification Agent 7. Retirement Planning Agent 8. Financial Regulations Agent 9. Economic Trends Agent 10. Investment Strategy Agent", - "agents": [ - { - "agent_name": "ROTH IRA Specialist Agent", - "system_prompt": "You are responsible for providing detailed advice on investing in stocks through a ROTH IRA. Explain the rules, benefits, and limitations. Example: Discuss contribution limits and tax implications." - }, - { - "agent_name": "Stock Market Analysis Agent", - "system_prompt": "Analyze current stock market trends and provide investment recommendations. Example: Identify high-growth sectors and undervalued stocks." - }, - { - "agent_name": "Bond Market Analysis Agent", - "system_prompt": "Analyze bond market trends and provide investment recommendations. Example: Evaluate bond yields and credit ratings." - }, - { - "agent_name": "Tax Break Specialist Agent", - "system_prompt": "Provide detailed advice on how to achieve tax breaks through investments. Example: Explain tax deductions and credits available for ROTH IRA contributions." - }, - { - "agent_name": "Risk Assessment Agent", - "system_prompt": "Assess the risk level of various investment options and provide recommendations based on the user's risk tolerance. Example: Compare the risk of stocks versus bonds." - }, - { - "agent_name": "Portfolio Diversification Agent", - "system_prompt": "Advise on creating a diversified investment portfolio to minimize risk. Example: Suggest a mix of stocks, bonds, and other assets." - }, - { - "agent_name": "Retirement Planning Agent", - "system_prompt": "Provide advice on planning for retirement with a focus on ROTH IRA investments. Example: Calculate potential retirement savings based on current contributions." - }, - { - "agent_name": "Financial Regulations Agent", - "system_prompt": "Ensure all investment advice complies with current financial regulations. Example: Explain SEC rules related to stock trading." - }, - { - "agent_name": "Economic Trends Agent", - "system_prompt": "Analyze current economic trends and their impact on investment strategies. Example: Discuss how inflation affects stock and bond markets." - }, - { - "agent_name": "Investment Strategy Agent", - "system_prompt": "Develop and recommend comprehensive investment strategies tailored to the user's financial goals. Example: Create a balanced investment plan based on market conditions." - } - ], - "communication_flow": "ROTH IRA Specialist Agent -> Tax Break Specialist Agent -> Investment Strategy Agent, Stock Market Analysis Agent -> Portfolio Diversification Agent -> Risk Assessment Agent" -} \ No newline at end of file diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm016c4f546f664fb4ac3a703d9f8f4770 2.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm016c4f546f664fb4ac3a703d9f8f4770 2.csv" deleted file mode 100644 index 5f548c70b..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm016c4f546f664fb4ac3a703d9f8f4770 2.csv" +++ /dev/null @@ -1,746 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -9188734b-1bf0-4896-beaa-59387304f822,Python API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Sure! Below is a Python code snippet that demonstrates how to send an API request to OpenAI's API using the `requests` library, with error handling included. Make sure to replace `YOUR_API_KEY` with your actual OpenAI API key. - -### Python Code Snippet - -```python -import requests - -def call_openai_api(prompt): - api_key = 'YOUR_API_KEY' # Replace with your OpenAI API key - url = 'https://api.openai.com/v1/chat/completions' - - headers = { - 'Authorization': f'Bearer {api_key}', - 'Content-Type': 'application/json' - } - - data = { - ""model"": ""gpt-3.5-turbo"", # Specify the model you want to use - ""messages"": [ - {""role"": ""user"", ""content"": prompt} - ] - } - - try: - response = requests.post(url, headers=headers, json=data) - response.raise_for_status() # Raise an error for bad responses - result = response.json() - return result - except requests.exceptions.HTTPError as http_err: - print(f'HTTP error occurred: {http_err}') # Handle HTTP errors - except Exception as err: - print(f'Other error occurred: {err}') # Handle other errors - -if __name__ == ""__main__"": - prompt = ""What are the benefits of using AI in healthcare?"" - response = call_openai_api(prompt) - print(response) -``` - -### Instructions to Run - -1. Install the `requests` library if you haven't already: - ```bash - pip install requests - ``` - -2. Save the code snippet in a `.py` file. - -3. Update the `YOUR_API_KEY` placeholder with your OpenAI API key. - -4. Run the script using: - ```bash - python your_script_name.py - ``` - -### Explanation - -- The script defines a function `call_openai_api` which takes a prompt as input. -- It constructs the necessary headers and payload. -- The function makes a POST request to the OpenAI API. -- Error handling is implemented to catch and print any HTTP or other errors that may occur during the API request. -- Finally, it demonstrates how to call the function with an example prompt in the main block.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,JavaScript API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a JavaScript code snippet that sends an API request to OpenAI's API using the Fetch API. This code includes error handling and is ready to run in a Node.js environment. You'll need to install the `node-fetch` package to use the Fetch API in Node.js. - -### Step 1: Install `node-fetch` - -First, make sure to install the `node-fetch` library by running: - -```bash -npm install node-fetch -``` - -### Step 2: JavaScript Code Snippet - -```javascript -const fetch = require('node-fetch'); - -const API_KEY = 'YOUR_OPENAI_API_KEY'; // Replace with your OpenAI API key -const API_URL = 'https://api.openai.com/v1/chat/completions'; - -async function callOpenAI(prompt) { - const requestBody = { - model: 'gpt-3.5-turbo', // Adjust the model as needed - messages: [{ role: 'user', content: prompt }], - max_tokens: 100, // You can adjust the token limit - }; - - try { - const response = await fetch(API_URL, { - method: 'POST', - headers: { - 'Content-Type': 'application/json', - 'Authorization': `Bearer ${API_KEY}`, - }, - body: JSON.stringify(requestBody), - }); - - if (!response.ok) { - const errorResponse = await response.json(); - throw new Error(`Error: ${errorResponse.error.message}`); - } - - const data = await response.json(); - console.log('Response from OpenAI:', data.choices[0].message.content); - } catch (error) { - console.error('Error occurred while calling OpenAI:', error.message); - } -} - -// Example usage -const userPrompt = 'What is the capital of France?'; -callOpenAI(userPrompt); -``` - -### Explanation: - -1. **Dependencies**: The code uses the `node-fetch` library to make HTTP requests. -2. **API Key**: Replace `'YOUR_OPENAI_API_KEY'` with your actual OpenAI API key. -3. **API URL**: The code uses the endpoint for chat completions. -4. **Request Body**: The body of the request includes the model to use, the user's message, and the maximum number of tokens to return. -5. **Error Handling**: The code checks if the response is not OK and throws an error with the message from the API, which is then caught in the catch block. -6. **Output**: The response from OpenAI is logged to the console. - -Make sure to run this code in a secure environment, as it contains sensitive API credentials.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Go API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Below is a Go code snippet that sends an API request to OpenAI's API. This code includes necessary libraries, error handling, and is ready to run. - -```go -package main - -import ( - ""bytes"" - ""encoding/json"" - ""fmt"" - ""io/ioutil"" - ""net/http"" - ""os"" -) - -const apiURL = ""https://api.openai.com/v1/chat/completions"" - -type RequestBody struct { - Model string `json:""model""` - Messages []Message `json:""messages""` -} - -type Message struct { - Role string `json:""role""` - Content string `json:""content""` -} - -type ResponseBody struct { - ID string `json:""id""` - Object string `json:""object""` - Choices []Choice `json:""choices""` -} - -type Choice struct { - Message Message `json:""message""` - Index int `json:""index""` -} - -func main() { - apiKey := os.Getenv(""OPENAI_API_KEY"") // Ensure you set your API key in the environment variable - if apiKey == """" { - fmt.Println(""Error: OPENAI_API_KEY environment variable is not set."") - return - } - - // Create the request body - requestBody := RequestBody{ - Model: ""gpt-3.5-turbo"", - Messages: []Message{ - {Role: ""user"", Content: ""Hello, how can I use OpenAI's API?""}, - }, - } - - // Convert request body to JSON - jsonData, err := json.Marshal(requestBody) - if err != nil { - fmt.Printf(""Error marshaling request body: %v\n"", err) - return - } - - // Create the HTTP request - req, err := http.NewRequest(""POST"", apiURL, bytes.NewBuffer(jsonData)) - if err != nil { - fmt.Printf(""Error creating request: %v\n"", err) - return - } - - // Set the necessary headers - req.Header.Set(""Content-Type"", ""application/json"") - req.Header.Set(""Authorization"", ""Bearer ""+apiKey) - - // Send the request - client := &http.Client{} - resp, err := client.Do(req) - if err != nil { - fmt.Printf(""Error sending request: %v\n"", err) - return - } - defer resp.Body.Close() - - // Check the response status - if resp.StatusCode != http.StatusOK { - body, _ := ioutil.ReadAll(resp.Body) - fmt.Printf(""Error: received status code %d, response: %s\n"", resp.StatusCode, body) - return - } - - // Parse the response body - var responseBody ResponseBody - if err := json.NewDecoder(resp.Body).Decode(&responseBody); err != nil { - fmt.Printf(""Error decoding response body: %v\n"", err) - return - } - - // Print the response - for _, choice := range responseBody.Choices { - fmt.Printf(""Response: %s\n"", choice.Message.Content) - } -} -``` - -### Instructions to Run the Code: -1. **Set Up Go Environment**: Make sure you have Go installed on your machine. You can download it from [golang.org](https://golang.org/). - -2. **Set API Key**: Before running the code, set your OpenAI API key in the environment variable `OPENAI_API_KEY`. You can do this in your terminal: - ```bash - export OPENAI_API_KEY=""your_api_key_here"" - ``` - -3. **Run the Code**: Save the code in a file named `main.go`, navigate to the directory containing the file in your terminal, and run: - ```bash - go run main.go - ``` - -This code snippet will send a request to OpenAI's API and print the response. Make sure to handle your API key securely and avoid exposing it in public repositories.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Rust API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Rust code snippet that sends an API request to OpenAI's API. This example uses the `reqwest` library for making HTTP requests and `serde_json` for handling JSON data. Make sure to include these dependencies in your `Cargo.toml` file. - -### Cargo.toml -```toml -[dependencies] -reqwest = { version = ""0.11"", features = [""json""] } -tokio = { version = ""1"", features = [""full""] } -serde = { version = ""1.0"", features = [""derive""] } -serde_json = ""1.0"" -``` - -### Rust Code Snippet -```rust -use reqwest::Client; -use serde::{Deserialize, Serialize}; -use std::error::Error; - -#[derive(Serialize)] -struct OpenAIRequest { - model: String, - prompt: String, - max_tokens: u32, -} - -#[derive(Deserialize)] -struct OpenAIResponse { - id: String, - choices: Vec, -} - -#[derive(Deserialize)] -struct Choice { - text: String, -} - -#[tokio::main] -async fn main() -> Result<(), Box> { - let api_key = ""YOUR_API_KEY""; // Replace with your OpenAI API key - let client = Client::new(); - - let request_body = OpenAIRequest { - model: ""text-davinci-003"".to_string(), - prompt: ""Once upon a time"".to_string(), - max_tokens: 50, - }; - - let response = client - .post(""https://api.openai.com/v1/completions"") - .header(""Authorization"", format!(""Bearer {}"", api_key)) - .json(&request_body) - .send() - .await?; - - if response.status().is_success() { - let response_body: OpenAIResponse = response.json().await?; - println!(""Response: {:?}"", response_body.choices[0].text); - } else { - eprintln!(""Error: {}"", response.status()); - let error_body = response.text().await?; - eprintln!(""Error details: {}"", error_body); - } - - Ok(()) -} -``` - -### Explanation -1. **Dependencies**: The code uses `reqwest` for HTTP requests, `tokio` for asynchronous runtime, and `serde`/`serde_json` for serialization and deserialization of JSON data. -2. **Structs**: `OpenAIRequest` is used to structure the request body, while `OpenAIResponse` and `Choice` are used to parse the response from the API. -3. **Main Function**: The `main` function is asynchronous and handles the API request. It constructs the request, sends it, and processes the response. -4. **Error Handling**: The code checks if the response is successful and prints the result or error details accordingly. - -### Note -- Replace `""YOUR_API_KEY""` with your actual OpenAI API key. -- Ensure you have the necessary permissions and that your API key is kept secure.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Java API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Java code snippet that sends an API request to OpenAI's API. This example uses the `HttpURLConnection` class for making the HTTP request, and includes necessary error handling. - -Make sure to include the following libraries in your project: - -1. `java.net.HttpURLConnection` -2. `java.io.BufferedReader` -3. `java.io.InputStreamReader` -4. `java.io.OutputStream` -5. `java.nio.charset.StandardCharsets` - -Here's the code: - -```java -import java.io.BufferedReader; -import java.io.InputStreamReader; -import java.io.OutputStream; -import java.net.HttpURLConnection; -import java.net.URL; - -public class OpenAIAPIRequest { - private static final String API_URL = ""https://api.openai.com/v1/your-endpoint""; // Replace with your actual endpoint - private static final String API_KEY = ""your-api-key""; // Replace with your actual API key - - public static void main(String[] args) { - try { - // Create the URL object - URL url = new URL(API_URL); - HttpURLConnection httpURLConnection = (HttpURLConnection) url.openConnection(); - - // Set the request method and headers - httpURLConnection.setRequestMethod(""POST""); - httpURLConnection.setRequestProperty(""Content-Type"", ""application/json""); - httpURLConnection.setRequestProperty(""Authorization"", ""Bearer "" + API_KEY); - httpURLConnection.setDoOutput(true); - - // Create the JSON payload - String jsonInputString = ""{\""model\"": \""gpt-3.5-turbo\"", \""messages\"": [{\""role\"": \""user\"", \""content\"": \""Hello!\""}]}""; - - // Write the payload to the output stream - try (OutputStream os = httpURLConnection.getOutputStream()) { - byte[] input = jsonInputString.getBytes(StandardCharsets.UTF_8); - os.write(input, 0, input.length); - } - - // Get the response code - int responseCode = httpURLConnection.getResponseCode(); - System.out.println(""Response Code: "" + responseCode); - - // Read the response - try (BufferedReader br = new BufferedReader(new InputStreamReader(httpURLConnection.getInputStream(), StandardCharsets.UTF_8))) { - StringBuilder response = new StringBuilder(); - String responseLine; - while ((responseLine = br.readLine()) != null) { - response.append(responseLine.trim()); - } - System.out.println(""Response: "" + response.toString()); - } - - } catch (Exception e) { - e.printStackTrace(); - } - } -} -``` - -### Instructions: -1. Replace `your-endpoint` with the actual endpoint you want to call from OpenAI's API. -2. Replace `your-api-key` with your actual OpenAI API key. -3. Compile and run the Java program. - -### Notes: -- Ensure that you handle sensitive information like API keys securely in your application. -- You may want to implement more sophisticated error handling depending on your application's needs.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,C# API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a C# code snippet that sends an API request to OpenAI's API. This example uses `HttpClient` to make the request and includes error handling. - -Make sure to install the `System.Net.Http` library if it's not already available in your project. - -```csharp -using System; -using System.Net.Http; -using System.Net.Http.Headers; -using System.Text; -using System.Threading.Tasks; -using Newtonsoft.Json; - -namespace OpenAIExample -{ - class Program - { - private static readonly HttpClient client = new HttpClient(); - - static async Task Main(string[] args) - { - string apiKey = ""YOUR_API_KEY""; // Replace with your OpenAI API key - string apiUrl = ""https://api.openai.com/v1/chat/completions""; // Example endpoint - - var requestBody = new - { - model = ""gpt-3.5-turbo"", // Specify the model you want to use - messages = new[] - { - new { role = ""user"", content = ""Hello, how can I use OpenAI's API?"" } - } - }; - - try - { - client.DefaultRequestHeaders.Authorization = new AuthenticationHeaderValue(""Bearer"", apiKey); - var json = JsonConvert.SerializeObject(requestBody); - var content = new StringContent(json, Encoding.UTF8, ""application/json""); - - HttpResponseMessage response = await client.PostAsync(apiUrl, content); - response.EnsureSuccessStatusCode(); // Throw if not a success code. - - string responseBody = await response.Content.ReadAsStringAsync(); - Console.WriteLine(""Response from OpenAI API:""); - Console.WriteLine(responseBody); - } - catch (HttpRequestException e) - { - Console.WriteLine(""Request error: "" + e.Message); - } - catch (Exception e) - { - Console.WriteLine(""An error occurred: "" + e.Message); - } - } - } -} -``` - -### Instructions: -1. Replace `YOUR_API_KEY` with your actual OpenAI API key. -2. Ensure you have the `Newtonsoft.Json` package installed for JSON serialization. You can install it via NuGet Package Manager with the command: - ``` - Install-Package Newtonsoft.Json - ``` -3. Run the program, and it will send a request to the OpenAI API and print the response. - -### Note: -Make sure you have the necessary permissions and that your API key is kept secure.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Ruby API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Ruby code snippet that sends an API request to OpenAI's API, including necessary libraries and error handling. Make sure to replace `YOUR_API_KEY` with your actual OpenAI API key. - -```ruby -require 'net/http' -require 'uri' -require 'json' - -def send_openai_request(prompt) - api_key = 'YOUR_API_KEY' - uri = URI.parse(""https://api.openai.com/v1/engines/davinci-codex/completions"") - - request = Net::HTTP::Post.new(uri) - request.content_type = ""application/json"" - request[""Authorization""] = ""Bearer #{api_key}"" - - request.body = JSON.generate({ - prompt: prompt, - max_tokens: 100, - n: 1, - stop: nil, - temperature: 0.5 - }) - - response = Net::HTTP.start(uri.hostname, uri.port, use_ssl: true) do |http| - http.request(request) - end - - case response - when Net::HTTPSuccess - JSON.parse(response.body) - else - puts ""Error: #{response.code} - #{response.message}"" - puts response.body - nil - end -end - -# Example usage -response = send_openai_request(""Once upon a time"") -if response - puts ""Response from OpenAI:"" - puts response -end -``` - -### Explanation: -1. **Libraries**: The script uses `net/http` for making HTTP requests, `uri` for URI parsing, and `json` for handling JSON data. -2. **Function**: The `send_openai_request` function takes a `prompt` as an input and sends a request to OpenAI's completions endpoint. -3. **Request Setup**: It sets the necessary headers, including the Content-Type and Authorization header with the Bearer token. -4. **Error Handling**: The code checks the response status. If it’s successful, it parses and returns the response body; otherwise, it prints an error message. -5. **Example Usage**: At the end, an example call to the function demonstrates how to use it. - -Make sure to run this code in an environment that has internet access and where you can install Ruby libraries if needed.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,PHP API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a PHP code snippet that sends an API request to OpenAI's API, including necessary libraries, error handling, and is ready to run. - -```php - 'Bearer ' . $apiKey, - 'Content-Type' => 'application/json', - ]; - - // Prepare the request body - $body = json_encode([ - 'prompt' => $prompt, - 'max_tokens' => 100, // Adjust as needed - 'temperature' => 0.7, // Adjust as needed - ]); - - try { - // Send the request to the OpenAI API - $response = $client->post($url, [ - 'headers' => $headers, - 'body' => $body, - ]); - - // Get the response body - $responseBody = json_decode($response->getBody(), true); - return $responseBody; - - } catch (RequestException $e) { - // Handle the error - echo 'API Request failed: ' . $e->getMessage(); - if ($e->hasResponse()) { - echo ' Response: ' . $e->getResponse()->getBody(); - } - return null; - } -} - -// Example usage -$apiKey = 'YOUR_OPENAI_API_KEY'; // Replace with your OpenAI API key -$prompt = 'Once upon a time in a land far away,'; - -$response = callOpenAIAPI($apiKey, $prompt); -if ($response) { - echo 'Response from OpenAI: ' . print_r($response, true); -} - -?> -``` - -### Instructions to Run the Code: -1. **Install Guzzle**: Make sure you have Composer installed, then run the following command in your project directory to install Guzzle: - ```bash - composer require guzzlehttp/guzzle - ``` - -2. **Set Your API Key**: Replace `'YOUR_OPENAI_API_KEY'` in the code with your actual OpenAI API key. - -3. **Run the Script**: Save the code in a PHP file (e.g., `openai_request.php`) and run it in your PHP environment. - -### Note: -- Ensure that you have the necessary permissions and the correct API endpoint based on the OpenAI model you intend to use. -- Adjust `max_tokens` and `temperature` parameters as per your requirements.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Swift API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Swift code snippet that sends an API request to OpenAI's API. This example uses `URLSession` for networking and includes error handling. - -```swift -import Foundation - -// Define the API endpoint and your API key -let apiKey = ""YOUR_API_KEY"" -let url = URL(string: ""https://api.openai.com/v1/chat/completions"")! - -// Create the request -var request = URLRequest(url: url) -request.httpMethod = ""POST"" -request.setValue(""application/json"", forHTTPHeaderField: ""Content-Type"") -request.setValue(""Bearer \(apiKey)"", forHTTPHeaderField: ""Authorization"") - -// Define the request body -let requestBody: [String: Any] = [ - ""model"": ""gpt-3.5-turbo"", - ""messages"": [ - [""role"": ""user"", ""content"": ""Hello, how can I use OpenAI's API?""] - ] -] - -do { - request.httpBody = try JSONSerialization.data(withJSONObject: requestBody, options: []) -} catch { - print(""Error serializing JSON: \(error)"") - exit(1) -} - -// Send the request -let task = URLSession.shared.dataTask(with: request) { data, response, error in - // Handle error - if let error = error { - print(""Error sending request: \(error)"") - return - } - - // Check for a valid response - guard let httpResponse = response as? HTTPURLResponse, (200...299).contains(httpResponse.statusCode) else { - print(""Server error: \(response!)"") - return - } - - // Parse the response data - if let data = data { - do { - if let jsonResponse = try JSONSerialization.jsonObject(with: data, options: []) as? [String: Any] { - print(""Response JSON: \(jsonResponse)"") - } - } catch { - print(""Error parsing JSON: \(error)"") - } - } -} - -// Start the request -task.resume() - -// Keep the program running to wait for the async response -RunLoop.current.run() -``` - -### Instructions: -1. Replace `""YOUR_API_KEY""` with your actual OpenAI API key. -2. You can modify the `messages` array in the `requestBody` to change the input to the model. -3. Make sure to run this code in an environment that supports Swift, such as Xcode or a Swift playground. - -### Note: -- This code uses the `gpt-3.5-turbo` model. You can change the model name based on your requirements. -- Ensure you handle your API key securely and do not expose it in public repositories.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Kotlin API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Kotlin code snippet that sends an API request to OpenAI's API. This example uses the `OkHttp` library for making HTTP requests and includes error handling. - -Make sure to include the necessary dependencies in your `build.gradle` file: - -```groovy -dependencies { - implementation(""com.squareup.okhttp3:okhttp:4.9.3"") - implementation(""com.squareup.moshi:moshi:1.12.0"") - implementation(""com.squareup.moshi:moshi-kotlin:1.12.0"") -} -``` - -Now, here’s the Kotlin code snippet: - -```kotlin -import okhttp3.* -import com.squareup.moshi.Moshi -import com.squareup.moshi.kotlin.reflect.KotlinJsonAdapterFactory -import java.io.IOException - -// Define your API key and endpoint -const val API_KEY = ""YOUR_API_KEY"" -const val API_URL = ""https://api.openai.com/v1/chat/completions"" - -data class ChatCompletionRequest( - val model: String, - val messages: List -) - -data class Message( - val role: String, - val content: String -) - -data class ChatCompletionResponse( - val id: String, - val choices: List -) - -data class Choice( - val message: Message -) - -fun main() { - val client = OkHttpClient() - val moshi = Moshi.Builder().add(KotlinJsonAdapterFactory()).build() - val jsonAdapter = moshi.adapter(ChatCompletionRequest::class.java) - - // Create the request body - val messages = listOf( - Message(role = ""user"", content = ""Hello, how can I help you?"") - ) - val requestBody = jsonAdapter.toJson(ChatCompletionRequest(model = ""gpt-3.5-turbo"", messages = messages)) - - val request = Request.Builder() - .url(API_URL) - .post(RequestBody.create(MediaType.parse(""application/json""), requestBody)) - .addHeader(""Authorization"", ""Bearer $API_KEY"") - .addHeader(""Content-Type"", ""application/json"") - .build() - - client.newCall(request).enqueue(object : Callback { - override fun onFailure(call: Call, e: IOException) { - println(""Request failed: ${e.message}"") - } - - override fun onResponse(call: Call, response: Response) { - if (!response.isSuccessful) { - println(""Unexpected code: ${response.code()}"") - println(""Response body: ${response.body()?.string()}"") - return - } - - response.body()?.string()?.let { responseBody -> - val responseAdapter = moshi.adapter(ChatCompletionResponse::class.java) - val chatResponse = responseAdapter.fromJson(responseBody) - println(""Response: $chatResponse"") - } - } - }) -} -``` - -### Explanation: -1. **Dependencies**: The code uses `OkHttp` for HTTP requests and `Moshi` for JSON serialization/deserialization. -2. **Data Classes**: `ChatCompletionRequest`, `Message`, `ChatCompletionResponse`, and `Choice` are defined to structure the request and response. -3. **API Key and URL**: Replace `YOUR_API_KEY` with your actual OpenAI API key. -4. **Making the Request**: The request is built and sent asynchronously. The response is handled in the `onResponse` and `onFailure` methods. -5. **Error Handling**: The code checks for successful responses and prints error messages if the request fails. - -### Note: -Make sure to handle your API key securely and not expose it in public repositories.",2024-08-24T18:33:54.859277 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm016c4f546f664fb4ac3a703d9f8f4770.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm016c4f546f664fb4ac3a703d9f8f4770.csv" deleted file mode 100644 index 5f548c70b..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm016c4f546f664fb4ac3a703d9f8f4770.csv" +++ /dev/null @@ -1,746 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -9188734b-1bf0-4896-beaa-59387304f822,Python API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Sure! Below is a Python code snippet that demonstrates how to send an API request to OpenAI's API using the `requests` library, with error handling included. Make sure to replace `YOUR_API_KEY` with your actual OpenAI API key. - -### Python Code Snippet - -```python -import requests - -def call_openai_api(prompt): - api_key = 'YOUR_API_KEY' # Replace with your OpenAI API key - url = 'https://api.openai.com/v1/chat/completions' - - headers = { - 'Authorization': f'Bearer {api_key}', - 'Content-Type': 'application/json' - } - - data = { - ""model"": ""gpt-3.5-turbo"", # Specify the model you want to use - ""messages"": [ - {""role"": ""user"", ""content"": prompt} - ] - } - - try: - response = requests.post(url, headers=headers, json=data) - response.raise_for_status() # Raise an error for bad responses - result = response.json() - return result - except requests.exceptions.HTTPError as http_err: - print(f'HTTP error occurred: {http_err}') # Handle HTTP errors - except Exception as err: - print(f'Other error occurred: {err}') # Handle other errors - -if __name__ == ""__main__"": - prompt = ""What are the benefits of using AI in healthcare?"" - response = call_openai_api(prompt) - print(response) -``` - -### Instructions to Run - -1. Install the `requests` library if you haven't already: - ```bash - pip install requests - ``` - -2. Save the code snippet in a `.py` file. - -3. Update the `YOUR_API_KEY` placeholder with your OpenAI API key. - -4. Run the script using: - ```bash - python your_script_name.py - ``` - -### Explanation - -- The script defines a function `call_openai_api` which takes a prompt as input. -- It constructs the necessary headers and payload. -- The function makes a POST request to the OpenAI API. -- Error handling is implemented to catch and print any HTTP or other errors that may occur during the API request. -- Finally, it demonstrates how to call the function with an example prompt in the main block.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,JavaScript API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a JavaScript code snippet that sends an API request to OpenAI's API using the Fetch API. This code includes error handling and is ready to run in a Node.js environment. You'll need to install the `node-fetch` package to use the Fetch API in Node.js. - -### Step 1: Install `node-fetch` - -First, make sure to install the `node-fetch` library by running: - -```bash -npm install node-fetch -``` - -### Step 2: JavaScript Code Snippet - -```javascript -const fetch = require('node-fetch'); - -const API_KEY = 'YOUR_OPENAI_API_KEY'; // Replace with your OpenAI API key -const API_URL = 'https://api.openai.com/v1/chat/completions'; - -async function callOpenAI(prompt) { - const requestBody = { - model: 'gpt-3.5-turbo', // Adjust the model as needed - messages: [{ role: 'user', content: prompt }], - max_tokens: 100, // You can adjust the token limit - }; - - try { - const response = await fetch(API_URL, { - method: 'POST', - headers: { - 'Content-Type': 'application/json', - 'Authorization': `Bearer ${API_KEY}`, - }, - body: JSON.stringify(requestBody), - }); - - if (!response.ok) { - const errorResponse = await response.json(); - throw new Error(`Error: ${errorResponse.error.message}`); - } - - const data = await response.json(); - console.log('Response from OpenAI:', data.choices[0].message.content); - } catch (error) { - console.error('Error occurred while calling OpenAI:', error.message); - } -} - -// Example usage -const userPrompt = 'What is the capital of France?'; -callOpenAI(userPrompt); -``` - -### Explanation: - -1. **Dependencies**: The code uses the `node-fetch` library to make HTTP requests. -2. **API Key**: Replace `'YOUR_OPENAI_API_KEY'` with your actual OpenAI API key. -3. **API URL**: The code uses the endpoint for chat completions. -4. **Request Body**: The body of the request includes the model to use, the user's message, and the maximum number of tokens to return. -5. **Error Handling**: The code checks if the response is not OK and throws an error with the message from the API, which is then caught in the catch block. -6. **Output**: The response from OpenAI is logged to the console. - -Make sure to run this code in a secure environment, as it contains sensitive API credentials.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Go API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Below is a Go code snippet that sends an API request to OpenAI's API. This code includes necessary libraries, error handling, and is ready to run. - -```go -package main - -import ( - ""bytes"" - ""encoding/json"" - ""fmt"" - ""io/ioutil"" - ""net/http"" - ""os"" -) - -const apiURL = ""https://api.openai.com/v1/chat/completions"" - -type RequestBody struct { - Model string `json:""model""` - Messages []Message `json:""messages""` -} - -type Message struct { - Role string `json:""role""` - Content string `json:""content""` -} - -type ResponseBody struct { - ID string `json:""id""` - Object string `json:""object""` - Choices []Choice `json:""choices""` -} - -type Choice struct { - Message Message `json:""message""` - Index int `json:""index""` -} - -func main() { - apiKey := os.Getenv(""OPENAI_API_KEY"") // Ensure you set your API key in the environment variable - if apiKey == """" { - fmt.Println(""Error: OPENAI_API_KEY environment variable is not set."") - return - } - - // Create the request body - requestBody := RequestBody{ - Model: ""gpt-3.5-turbo"", - Messages: []Message{ - {Role: ""user"", Content: ""Hello, how can I use OpenAI's API?""}, - }, - } - - // Convert request body to JSON - jsonData, err := json.Marshal(requestBody) - if err != nil { - fmt.Printf(""Error marshaling request body: %v\n"", err) - return - } - - // Create the HTTP request - req, err := http.NewRequest(""POST"", apiURL, bytes.NewBuffer(jsonData)) - if err != nil { - fmt.Printf(""Error creating request: %v\n"", err) - return - } - - // Set the necessary headers - req.Header.Set(""Content-Type"", ""application/json"") - req.Header.Set(""Authorization"", ""Bearer ""+apiKey) - - // Send the request - client := &http.Client{} - resp, err := client.Do(req) - if err != nil { - fmt.Printf(""Error sending request: %v\n"", err) - return - } - defer resp.Body.Close() - - // Check the response status - if resp.StatusCode != http.StatusOK { - body, _ := ioutil.ReadAll(resp.Body) - fmt.Printf(""Error: received status code %d, response: %s\n"", resp.StatusCode, body) - return - } - - // Parse the response body - var responseBody ResponseBody - if err := json.NewDecoder(resp.Body).Decode(&responseBody); err != nil { - fmt.Printf(""Error decoding response body: %v\n"", err) - return - } - - // Print the response - for _, choice := range responseBody.Choices { - fmt.Printf(""Response: %s\n"", choice.Message.Content) - } -} -``` - -### Instructions to Run the Code: -1. **Set Up Go Environment**: Make sure you have Go installed on your machine. You can download it from [golang.org](https://golang.org/). - -2. **Set API Key**: Before running the code, set your OpenAI API key in the environment variable `OPENAI_API_KEY`. You can do this in your terminal: - ```bash - export OPENAI_API_KEY=""your_api_key_here"" - ``` - -3. **Run the Code**: Save the code in a file named `main.go`, navigate to the directory containing the file in your terminal, and run: - ```bash - go run main.go - ``` - -This code snippet will send a request to OpenAI's API and print the response. Make sure to handle your API key securely and avoid exposing it in public repositories.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Rust API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Rust code snippet that sends an API request to OpenAI's API. This example uses the `reqwest` library for making HTTP requests and `serde_json` for handling JSON data. Make sure to include these dependencies in your `Cargo.toml` file. - -### Cargo.toml -```toml -[dependencies] -reqwest = { version = ""0.11"", features = [""json""] } -tokio = { version = ""1"", features = [""full""] } -serde = { version = ""1.0"", features = [""derive""] } -serde_json = ""1.0"" -``` - -### Rust Code Snippet -```rust -use reqwest::Client; -use serde::{Deserialize, Serialize}; -use std::error::Error; - -#[derive(Serialize)] -struct OpenAIRequest { - model: String, - prompt: String, - max_tokens: u32, -} - -#[derive(Deserialize)] -struct OpenAIResponse { - id: String, - choices: Vec, -} - -#[derive(Deserialize)] -struct Choice { - text: String, -} - -#[tokio::main] -async fn main() -> Result<(), Box> { - let api_key = ""YOUR_API_KEY""; // Replace with your OpenAI API key - let client = Client::new(); - - let request_body = OpenAIRequest { - model: ""text-davinci-003"".to_string(), - prompt: ""Once upon a time"".to_string(), - max_tokens: 50, - }; - - let response = client - .post(""https://api.openai.com/v1/completions"") - .header(""Authorization"", format!(""Bearer {}"", api_key)) - .json(&request_body) - .send() - .await?; - - if response.status().is_success() { - let response_body: OpenAIResponse = response.json().await?; - println!(""Response: {:?}"", response_body.choices[0].text); - } else { - eprintln!(""Error: {}"", response.status()); - let error_body = response.text().await?; - eprintln!(""Error details: {}"", error_body); - } - - Ok(()) -} -``` - -### Explanation -1. **Dependencies**: The code uses `reqwest` for HTTP requests, `tokio` for asynchronous runtime, and `serde`/`serde_json` for serialization and deserialization of JSON data. -2. **Structs**: `OpenAIRequest` is used to structure the request body, while `OpenAIResponse` and `Choice` are used to parse the response from the API. -3. **Main Function**: The `main` function is asynchronous and handles the API request. It constructs the request, sends it, and processes the response. -4. **Error Handling**: The code checks if the response is successful and prints the result or error details accordingly. - -### Note -- Replace `""YOUR_API_KEY""` with your actual OpenAI API key. -- Ensure you have the necessary permissions and that your API key is kept secure.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Java API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Java code snippet that sends an API request to OpenAI's API. This example uses the `HttpURLConnection` class for making the HTTP request, and includes necessary error handling. - -Make sure to include the following libraries in your project: - -1. `java.net.HttpURLConnection` -2. `java.io.BufferedReader` -3. `java.io.InputStreamReader` -4. `java.io.OutputStream` -5. `java.nio.charset.StandardCharsets` - -Here's the code: - -```java -import java.io.BufferedReader; -import java.io.InputStreamReader; -import java.io.OutputStream; -import java.net.HttpURLConnection; -import java.net.URL; - -public class OpenAIAPIRequest { - private static final String API_URL = ""https://api.openai.com/v1/your-endpoint""; // Replace with your actual endpoint - private static final String API_KEY = ""your-api-key""; // Replace with your actual API key - - public static void main(String[] args) { - try { - // Create the URL object - URL url = new URL(API_URL); - HttpURLConnection httpURLConnection = (HttpURLConnection) url.openConnection(); - - // Set the request method and headers - httpURLConnection.setRequestMethod(""POST""); - httpURLConnection.setRequestProperty(""Content-Type"", ""application/json""); - httpURLConnection.setRequestProperty(""Authorization"", ""Bearer "" + API_KEY); - httpURLConnection.setDoOutput(true); - - // Create the JSON payload - String jsonInputString = ""{\""model\"": \""gpt-3.5-turbo\"", \""messages\"": [{\""role\"": \""user\"", \""content\"": \""Hello!\""}]}""; - - // Write the payload to the output stream - try (OutputStream os = httpURLConnection.getOutputStream()) { - byte[] input = jsonInputString.getBytes(StandardCharsets.UTF_8); - os.write(input, 0, input.length); - } - - // Get the response code - int responseCode = httpURLConnection.getResponseCode(); - System.out.println(""Response Code: "" + responseCode); - - // Read the response - try (BufferedReader br = new BufferedReader(new InputStreamReader(httpURLConnection.getInputStream(), StandardCharsets.UTF_8))) { - StringBuilder response = new StringBuilder(); - String responseLine; - while ((responseLine = br.readLine()) != null) { - response.append(responseLine.trim()); - } - System.out.println(""Response: "" + response.toString()); - } - - } catch (Exception e) { - e.printStackTrace(); - } - } -} -``` - -### Instructions: -1. Replace `your-endpoint` with the actual endpoint you want to call from OpenAI's API. -2. Replace `your-api-key` with your actual OpenAI API key. -3. Compile and run the Java program. - -### Notes: -- Ensure that you handle sensitive information like API keys securely in your application. -- You may want to implement more sophisticated error handling depending on your application's needs.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,C# API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a C# code snippet that sends an API request to OpenAI's API. This example uses `HttpClient` to make the request and includes error handling. - -Make sure to install the `System.Net.Http` library if it's not already available in your project. - -```csharp -using System; -using System.Net.Http; -using System.Net.Http.Headers; -using System.Text; -using System.Threading.Tasks; -using Newtonsoft.Json; - -namespace OpenAIExample -{ - class Program - { - private static readonly HttpClient client = new HttpClient(); - - static async Task Main(string[] args) - { - string apiKey = ""YOUR_API_KEY""; // Replace with your OpenAI API key - string apiUrl = ""https://api.openai.com/v1/chat/completions""; // Example endpoint - - var requestBody = new - { - model = ""gpt-3.5-turbo"", // Specify the model you want to use - messages = new[] - { - new { role = ""user"", content = ""Hello, how can I use OpenAI's API?"" } - } - }; - - try - { - client.DefaultRequestHeaders.Authorization = new AuthenticationHeaderValue(""Bearer"", apiKey); - var json = JsonConvert.SerializeObject(requestBody); - var content = new StringContent(json, Encoding.UTF8, ""application/json""); - - HttpResponseMessage response = await client.PostAsync(apiUrl, content); - response.EnsureSuccessStatusCode(); // Throw if not a success code. - - string responseBody = await response.Content.ReadAsStringAsync(); - Console.WriteLine(""Response from OpenAI API:""); - Console.WriteLine(responseBody); - } - catch (HttpRequestException e) - { - Console.WriteLine(""Request error: "" + e.Message); - } - catch (Exception e) - { - Console.WriteLine(""An error occurred: "" + e.Message); - } - } - } -} -``` - -### Instructions: -1. Replace `YOUR_API_KEY` with your actual OpenAI API key. -2. Ensure you have the `Newtonsoft.Json` package installed for JSON serialization. You can install it via NuGet Package Manager with the command: - ``` - Install-Package Newtonsoft.Json - ``` -3. Run the program, and it will send a request to the OpenAI API and print the response. - -### Note: -Make sure you have the necessary permissions and that your API key is kept secure.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Ruby API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Ruby code snippet that sends an API request to OpenAI's API, including necessary libraries and error handling. Make sure to replace `YOUR_API_KEY` with your actual OpenAI API key. - -```ruby -require 'net/http' -require 'uri' -require 'json' - -def send_openai_request(prompt) - api_key = 'YOUR_API_KEY' - uri = URI.parse(""https://api.openai.com/v1/engines/davinci-codex/completions"") - - request = Net::HTTP::Post.new(uri) - request.content_type = ""application/json"" - request[""Authorization""] = ""Bearer #{api_key}"" - - request.body = JSON.generate({ - prompt: prompt, - max_tokens: 100, - n: 1, - stop: nil, - temperature: 0.5 - }) - - response = Net::HTTP.start(uri.hostname, uri.port, use_ssl: true) do |http| - http.request(request) - end - - case response - when Net::HTTPSuccess - JSON.parse(response.body) - else - puts ""Error: #{response.code} - #{response.message}"" - puts response.body - nil - end -end - -# Example usage -response = send_openai_request(""Once upon a time"") -if response - puts ""Response from OpenAI:"" - puts response -end -``` - -### Explanation: -1. **Libraries**: The script uses `net/http` for making HTTP requests, `uri` for URI parsing, and `json` for handling JSON data. -2. **Function**: The `send_openai_request` function takes a `prompt` as an input and sends a request to OpenAI's completions endpoint. -3. **Request Setup**: It sets the necessary headers, including the Content-Type and Authorization header with the Bearer token. -4. **Error Handling**: The code checks the response status. If it’s successful, it parses and returns the response body; otherwise, it prints an error message. -5. **Example Usage**: At the end, an example call to the function demonstrates how to use it. - -Make sure to run this code in an environment that has internet access and where you can install Ruby libraries if needed.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,PHP API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a PHP code snippet that sends an API request to OpenAI's API, including necessary libraries, error handling, and is ready to run. - -```php - 'Bearer ' . $apiKey, - 'Content-Type' => 'application/json', - ]; - - // Prepare the request body - $body = json_encode([ - 'prompt' => $prompt, - 'max_tokens' => 100, // Adjust as needed - 'temperature' => 0.7, // Adjust as needed - ]); - - try { - // Send the request to the OpenAI API - $response = $client->post($url, [ - 'headers' => $headers, - 'body' => $body, - ]); - - // Get the response body - $responseBody = json_decode($response->getBody(), true); - return $responseBody; - - } catch (RequestException $e) { - // Handle the error - echo 'API Request failed: ' . $e->getMessage(); - if ($e->hasResponse()) { - echo ' Response: ' . $e->getResponse()->getBody(); - } - return null; - } -} - -// Example usage -$apiKey = 'YOUR_OPENAI_API_KEY'; // Replace with your OpenAI API key -$prompt = 'Once upon a time in a land far away,'; - -$response = callOpenAIAPI($apiKey, $prompt); -if ($response) { - echo 'Response from OpenAI: ' . print_r($response, true); -} - -?> -``` - -### Instructions to Run the Code: -1. **Install Guzzle**: Make sure you have Composer installed, then run the following command in your project directory to install Guzzle: - ```bash - composer require guzzlehttp/guzzle - ``` - -2. **Set Your API Key**: Replace `'YOUR_OPENAI_API_KEY'` in the code with your actual OpenAI API key. - -3. **Run the Script**: Save the code in a PHP file (e.g., `openai_request.php`) and run it in your PHP environment. - -### Note: -- Ensure that you have the necessary permissions and the correct API endpoint based on the OpenAI model you intend to use. -- Adjust `max_tokens` and `temperature` parameters as per your requirements.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Swift API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Swift code snippet that sends an API request to OpenAI's API. This example uses `URLSession` for networking and includes error handling. - -```swift -import Foundation - -// Define the API endpoint and your API key -let apiKey = ""YOUR_API_KEY"" -let url = URL(string: ""https://api.openai.com/v1/chat/completions"")! - -// Create the request -var request = URLRequest(url: url) -request.httpMethod = ""POST"" -request.setValue(""application/json"", forHTTPHeaderField: ""Content-Type"") -request.setValue(""Bearer \(apiKey)"", forHTTPHeaderField: ""Authorization"") - -// Define the request body -let requestBody: [String: Any] = [ - ""model"": ""gpt-3.5-turbo"", - ""messages"": [ - [""role"": ""user"", ""content"": ""Hello, how can I use OpenAI's API?""] - ] -] - -do { - request.httpBody = try JSONSerialization.data(withJSONObject: requestBody, options: []) -} catch { - print(""Error serializing JSON: \(error)"") - exit(1) -} - -// Send the request -let task = URLSession.shared.dataTask(with: request) { data, response, error in - // Handle error - if let error = error { - print(""Error sending request: \(error)"") - return - } - - // Check for a valid response - guard let httpResponse = response as? HTTPURLResponse, (200...299).contains(httpResponse.statusCode) else { - print(""Server error: \(response!)"") - return - } - - // Parse the response data - if let data = data { - do { - if let jsonResponse = try JSONSerialization.jsonObject(with: data, options: []) as? [String: Any] { - print(""Response JSON: \(jsonResponse)"") - } - } catch { - print(""Error parsing JSON: \(error)"") - } - } -} - -// Start the request -task.resume() - -// Keep the program running to wait for the async response -RunLoop.current.run() -``` - -### Instructions: -1. Replace `""YOUR_API_KEY""` with your actual OpenAI API key. -2. You can modify the `messages` array in the `requestBody` to change the input to the model. -3. Make sure to run this code in an environment that supports Swift, such as Xcode or a Swift playground. - -### Note: -- This code uses the `gpt-3.5-turbo` model. You can change the model name based on your requirements. -- Ensure you handle your API key securely and do not expose it in public repositories.",2024-08-24T18:33:54.859277 -9188734b-1bf0-4896-beaa-59387304f822,Kotlin API Agent,"Generate code snippets for sending an API request to OpenAI's API in Python, JavaScript, Go, Rust, Java, C#, Ruby, PHP, Swift, and Kotlin.","Here's a Kotlin code snippet that sends an API request to OpenAI's API. This example uses the `OkHttp` library for making HTTP requests and includes error handling. - -Make sure to include the necessary dependencies in your `build.gradle` file: - -```groovy -dependencies { - implementation(""com.squareup.okhttp3:okhttp:4.9.3"") - implementation(""com.squareup.moshi:moshi:1.12.0"") - implementation(""com.squareup.moshi:moshi-kotlin:1.12.0"") -} -``` - -Now, here’s the Kotlin code snippet: - -```kotlin -import okhttp3.* -import com.squareup.moshi.Moshi -import com.squareup.moshi.kotlin.reflect.KotlinJsonAdapterFactory -import java.io.IOException - -// Define your API key and endpoint -const val API_KEY = ""YOUR_API_KEY"" -const val API_URL = ""https://api.openai.com/v1/chat/completions"" - -data class ChatCompletionRequest( - val model: String, - val messages: List -) - -data class Message( - val role: String, - val content: String -) - -data class ChatCompletionResponse( - val id: String, - val choices: List -) - -data class Choice( - val message: Message -) - -fun main() { - val client = OkHttpClient() - val moshi = Moshi.Builder().add(KotlinJsonAdapterFactory()).build() - val jsonAdapter = moshi.adapter(ChatCompletionRequest::class.java) - - // Create the request body - val messages = listOf( - Message(role = ""user"", content = ""Hello, how can I help you?"") - ) - val requestBody = jsonAdapter.toJson(ChatCompletionRequest(model = ""gpt-3.5-turbo"", messages = messages)) - - val request = Request.Builder() - .url(API_URL) - .post(RequestBody.create(MediaType.parse(""application/json""), requestBody)) - .addHeader(""Authorization"", ""Bearer $API_KEY"") - .addHeader(""Content-Type"", ""application/json"") - .build() - - client.newCall(request).enqueue(object : Callback { - override fun onFailure(call: Call, e: IOException) { - println(""Request failed: ${e.message}"") - } - - override fun onResponse(call: Call, response: Response) { - if (!response.isSuccessful) { - println(""Unexpected code: ${response.code()}"") - println(""Response body: ${response.body()?.string()}"") - return - } - - response.body()?.string()?.let { responseBody -> - val responseAdapter = moshi.adapter(ChatCompletionResponse::class.java) - val chatResponse = responseAdapter.fromJson(responseBody) - println(""Response: $chatResponse"") - } - } - }) -} -``` - -### Explanation: -1. **Dependencies**: The code uses `OkHttp` for HTTP requests and `Moshi` for JSON serialization/deserialization. -2. **Data Classes**: `ChatCompletionRequest`, `Message`, `ChatCompletionResponse`, and `Choice` are defined to structure the request and response. -3. **API Key and URL**: Replace `YOUR_API_KEY` with your actual OpenAI API key. -4. **Making the Request**: The request is built and sent asynchronously. The response is handled in the `onResponse` and `onFailure` methods. -5. **Error Handling**: The code checks for successful responses and prints error messages if the request fails. - -### Note: -Make sure to handle your API key securely and not expose it in public repositories.",2024-08-24T18:33:54.859277 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm082b74457ca344f68c4af81d54111f66 2.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm082b74457ca344f68c4af81d54111f66 2.csv" deleted file mode 100644 index 4e7e2f075..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm082b74457ca344f68c4af81d54111f66 2.csv" +++ /dev/null @@ -1,690 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 1,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random -import time - -class GameObject: - def __init__(self, name, position): - self.name = name - self.position = position - - def move(self, new_position): - self.position = new_position - -class Environment: - def __init__(self, size): - self.size = size - self.objects = [] - - def add_object(self, game_object): - self.objects.append(game_object) - - def update(self): - for obj in self.objects: - if random.random() < 0.5: # Randomly move objects - new_position = (random.randint(0, self.size - 1), random.randint(0, self.size - 1)) - obj.move(new_position) - - def display(self): - grid = [['.' for _ in range(self.size)] for _ in range(self.size)] - for obj in self.objects: - x, y = obj.position - grid[x][y] = obj.name[0] # Use first letter of the object's name - for row in grid: - print(' '.join(row)) - print() - -class Game: - def __init__(self, size): - self.environment = Environment(size) - self.score = 0 - - def add_game_object(self, name): - position = (random.randint(0, self.environment.size - 1), random.randint(0, self.environment.size - 1)) - game_object = GameObject(name, position) - self.environment.add_object(game_object) - - def play(self): - print(""Welcome to the Dynamic Environment Game!"") - for _ in range(10): # Play for 10 rounds - self.environment.update() - self.environment.display() - self.score += 1 - time.sleep(1) # Pause for a moment to see the changes - print(f""Game Over! Your score: {self.score}"") - -if __name__ == ""__main__"": - game = Game(size=5) - game.add_game_object(""Player"") - game.add_game_object(""Enemy"") - game.add_game_object(""Treasure"") - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 2,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Game: - def __init__(self): - self.story = { - ""start"": { - ""text"": ""You wake up in a mysterious forest. What do you want to do?"", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - }, - ""explore_forest"": { - ""text"": ""You find a hidden cave. Do you want to enter?"", - ""options"": { - ""yes"": ""enter_cave"", - ""no"": ""return_to_forest"" - } - }, - ""build_shelter"": { - ""text"": ""You gather materials and build a shelter. What next?"", - ""options"": { - ""explore"": ""explore_forest"", - ""wait"": ""wait_for_help"" - } - }, - ""enter_cave"": { - ""text"": ""Inside the cave, you find a treasure chest! Open it?"", - ""options"": { - ""open"": ""treasure_found"", - ""leave"": ""leave_cave"" - } - }, - ""return_to_forest"": { - ""text"": ""You return to the forest. What do you want to do?"", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - }, - ""wait_for_help"": { - ""text"": ""You wait for hours, but no one comes. What now?"", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - }, - ""treasure_found"": { - ""text"": ""You found gold and jewels! You win!"", - ""options"": {} - }, - ""leave_cave"": { - ""text"": ""You leave the cave and find yourself back in the forest."", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - } - } - self.current_node = ""start"" - - def display_current_story(self): - current_story = self.story[self.current_node] - print(current_story[""text""]) - if current_story[""options""]: - for option in current_story[""options""]: - print(f""- {option}"") - - def make_choice(self, choice): - if choice in self.story[self.current_node][""options""]: - self.current_node = self.story[self.current_node][""options""][choice] - else: - print(""Invalid choice. Try again."") - - def play(self): - while True: - self.display_current_story() - if not self.story[self.current_node][""options""]: - break - choice = input(""What do you want to do? "").strip().lower() - self.make_choice(choice) - print(""Game Over."") - -if __name__ == ""__main__"": - game = Game() - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 3,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Entity: - def __init__(self, name, health, damage): - self.name = name - self.health = health - self.damage = damage - - def is_alive(self): - return self.health > 0 - - def attack(self, target): - if self.is_alive(): - target.health -= self.damage - print(f""{self.name} attacks {target.name} for {self.damage} damage!"") - -class Player(Entity): - def __init__(self, name): - super().__init__(name, health=100, damage=10) - - def heal(self): - self.health += 20 - print(f""{self.name} heals for 20 health!"") - -class Enemy(Entity): - def __init__(self, name): - super().__init__(name, health=random.randint(50, 100), damage=random.randint(5, 15)) - -class Game: - def __init__(self): - self.player = Player(""Hero"") - self.enemies = [Enemy(f""Enemy {i}"") for i in range(1, 5)] - self.turn = 0 - - def player_turn(self): - action = input(""Choose action (attack/heal): "").strip().lower() - if action == ""attack"": - target = self.choose_enemy() - self.player.attack(target) - elif action == ""heal"": - self.player.heal() - else: - print(""Invalid action. Try again."") - - def choose_enemy(self): - alive_enemies = [enemy for enemy in self.enemies if enemy.is_alive()] - if not alive_enemies: - print(""All enemies defeated!"") - return None - print(""Choose an enemy to attack:"") - for idx, enemy in enumerate(alive_enemies): - print(f""{idx + 1}: {enemy.name} (Health: {enemy.health})"") - choice = int(input(""Enter enemy number: "")) - 1 - return alive_enemies[choice] - - def enemy_turn(self): - for enemy in self.enemies: - if enemy.is_alive(): - enemy.attack(self.player) - - def check_game_over(self): - if not self.player.is_alive(): - print(""You have been defeated!"") - return True - if all(not enemy.is_alive() for enemy in self.enemies): - print(""All enemies defeated! You win!"") - return True - return False - - def play(self): - while not self.check_game_over(): - print(""\n--- Player's Turn ---"") - self.player_turn() - self.enemy_turn() - self.turn += 1 - print(f""Turn {self.turn} complete."") - print(f""{self.player.name} Health: {self.player.health}"") - -if __name__ == ""__main__"": - game = Game() - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 4,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Character: - def __init__(self, name): - self.name = name - self.abilities = self.generate_abilities() - - def generate_abilities(self): - abilities = [] - for _ in range(3): # Each character gets 3 abilities - ability = self.create_ability() - abilities.append(ability) - return abilities - - def create_ability(self): - ability_types = ['Fire', 'Water', 'Earth', 'Air', 'Lightning'] - power_levels = ['Weak', 'Moderate', 'Strong'] - ability_type = random.choice(ability_types) - power_level = random.choice(power_levels) - return f""{power_level} {ability_type} Attack"" - - def display_character(self): - print(f""Character: {self.name}"") - print(""Abilities:"") - for ability in self.abilities: - print(f""- {ability}"") - -def create_characters(num_characters): - characters = [] - for i in range(num_characters): - name = f""Hero_{i + 1}"" - character = Character(name) - characters.append(character) - return characters - -def main(): - num_characters = 5 - characters = create_characters(num_characters) - - for character in characters: - character.display_character() - print() - -if __name__ == ""__main__"": - main() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 5,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Game: - def __init__(self): - self.locations = { - 'Forest': {'description': 'A dark and dense forest.', 'items': ['Mushroom'], 'exits': ['Cave', 'Village']}, - 'Cave': {'description': 'A damp cave echoing with sounds.', 'items': ['Gem', 'Lantern'], 'exits': ['Forest']}, - 'Village': {'description': 'A small village with friendly faces.', 'items': ['Bread', 'Potion'], 'exits': ['Forest', 'Castle']}, - 'Castle': {'description': 'An ancient castle, looming in the distance.', 'items': ['Sword', 'Shield'], 'exits': ['Village']} - } - self.current_location = 'Forest' - self.inventory = [] - - def play(self): - while True: - self.describe_location() - command = input(""What do you want to do? (explore, take, use, exit): "").strip().lower() - if command == 'explore': - self.explore() - elif command == 'take': - self.take_item() - elif command == 'use': - self.use_item() - elif command == 'exit': - print(""Thanks for playing!"") - break - else: - print(""Invalid command."") - - def describe_location(self): - location = self.locations[self.current_location] - print(f""\nYou are at the {self.current_location}."") - print(location['description']) - print(""You see: "", ', '.join(location['items'])) - print(""Exits: "", ', '.join(location['exits'])) - - def explore(self): - exit_choice = input(""Which exit do you want to take? "").strip() - if exit_choice in self.locations[self.current_location]['exits']: - self.current_location = exit_choice - else: - print(""You can't go that way!"") - - def take_item(self): - location = self.locations[self.current_location] - item_choice = input(""Which item do you want to take? "").strip() - if item_choice in location['items']: - self.inventory.append(item_choice) - location['items'].remove(item_choice) - print(f""You took the {item_choice}."") - else: - print(""That item is not here!"") - - def use_item(self): - if not self.inventory: - print(""Your inventory is empty!"") - return - item_choice = input(""Which item do you want to use? "").strip() - if item_choice in self.inventory: - print(f""You used the {item_choice}."") - # Here, you might want to define effects of using items - self.inventory.remove(item_choice) - else: - print(""You don't have that item!"") - -if __name__ == ""__main__"": - game = Game() - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 6,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Agent: - def __init__(self, name): - self.name = name - self.health = 100 - self.power = random.randint(5, 15) - - def attack(self, target): - damage = self.power - target.health -= damage - print(f""{self.name} attacks {target.name} for {damage} damage!"") - if target.health <= 0: - print(f""{target.name} has been defeated!"") - -class Player(Agent): - def __init__(self, name): - super().__init__(name) - - def heal(self): - heal_amount = random.randint(10, 20) - self.health += heal_amount - print(f""{self.name} heals for {heal_amount} health!"") - -class AI(Agent): - def __init__(self, name): - super().__init__(name) - - def choose_action(self, target): - if self.health < 20: - self.heal() - else: - self.attack(target) - -class Game: - def __init__(self): - self.player = Player(""Hero"") - self.ai_partners = [AI(f""AI-{i}"") for i in range(1, 4)] - self.enemy = Agent(""Monster"") - - def player_turn(self): - action = input(""Do you want to (A)ttack or (H)eal? "").strip().lower() - if action == 'a': - self.player.attack(self.enemy) - elif action == 'h': - self.player.heal() - - def ai_turns(self): - for ai in self.ai_partners: - if self.enemy.health > 0: - ai.choose_action(self.enemy) - - def game_loop(self): - while self.player.health > 0 and self.enemy.health > 0: - print(f""\nPlayer Health: {self.player.health}, Enemy Health: {self.enemy.health}"") - self.player_turn() - if self.enemy.health > 0: - self.ai_turns() - if self.enemy.health <= 0: - print(""The Monster has been defeated! You win!"") - break - self.enemy.attack(self.player) - if self.player.health <= 0: - print(""You have been defeated! Game over."") - -if __name__ == ""__main__"": - game = Game() - game.game_loop() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 7,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import cv2 -import numpy as np -import random - -class AugmentedRealityGame: - def __init__(self): - self.cap = cv2.VideoCapture(0) # Open the camera - self.target_position = self.generate_target_position() - self.score = 0 - - def generate_target_position(self): - # Generate random target position on screen - return (random.randint(100, 500), random.randint(100, 400)) - - def draw_target(self, frame): - # Draw target on the frame - target_color = (0, 255, 0) # Green target - cv2.circle(frame, self.target_position, 20, target_color, -1) - - def check_hit(self, x, y): - target_x, target_y = self.target_position - if (target_x - 20) < x < (target_x + 20) and (target_y - 20) < y < (target_y + 20): - self.score += 1 - self.target_position = self.generate_target_position() # Move target - - def run(self): - while True: - ret, frame = self.cap.read() - if not ret: - break - - self.draw_target(frame) - - cv2.putText(frame, f'Score: {self.score}', (10, 30), cv2.FONT_HERSHEY_SIMPLEX, 1, (255, 255, 255), 2) - - cv2.imshow(""Augmented Reality Game"", frame) - - key = cv2.waitKey(1) - if key & 0xFF == 27: # Escape key to exit - break - elif key & 0xFF == ord('c'): # Simulate clicking - x, y = random.randint(100, 600), random.randint(100, 400) # Simulated cursor position - self.check_hit(x, y) - - self.cap.release() - cv2.destroyAllWindows() - -if __name__ == ""__main__"": - game = AugmentedRealityGame() - game.run() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 8,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import pygame -import sys -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -TIME_SCALE = 0.5 # Time manipulation factor - -# Colors -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -RED = (255, 0, 0) - -# Game Objects -class Player(pygame.sprite.Sprite): - def __init__(self): - super().__init__() - self.image = pygame.Surface((50, 50)) - self.image.fill(WHITE) - self.rect = self.image.get_rect(center=(WIDTH // 2, HEIGHT // 2)) - self.speed = 5 - - def update(self): - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT]: - self.rect.x -= self.speed - if keys[pygame.K_RIGHT]: - self.rect.x += self.speed - if keys[pygame.K_UP]: - self.rect.y -= self.speed - if keys[pygame.K_DOWN]: - self.rect.y += self.speed - -class TimeBubble(pygame.sprite.Sprite): - def __init__(self, x, y): - super().__init__() - self.image = pygame.Surface((30, 30)) - self.image.fill(RED) - self.rect = self.image.get_rect(center=(x, y)) - - def update(self): - self.rect.y += 2 # Move downwards - -# Game Class -class TimeManipulationGame: - def __init__(self): - self.screen = pygame.display.set_mode((WIDTH, HEIGHT)) - pygame.display.set_caption(""Time Manipulation Game"") - self.clock = pygame.time.Clock() - self.player = Player() - self.all_sprites = pygame.sprite.Group(self.player) - self.time_bubbles = pygame.sprite.Group() - self.spawn_time_bubble() - - def spawn_time_bubble(self): - x = random.randint(0, WIDTH) - bubble = TimeBubble(x, 0) - self.time_bubbles.add(bubble) - self.all_sprites.add(bubble) - - def run(self): - while True: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - pygame.quit() - sys.exit() - - self.all_sprites.update() - - # Check for collisions with time bubbles - if pygame.sprite.spritecollide(self.player, self.time_bubbles, True): - self.player.speed *= TIME_SCALE # Slow down player speed - self.spawn_time_bubble() # Spawn new bubble - - self.screen.fill(BLACK) - self.all_sprites.draw(self.screen) - pygame.display.flip() - self.clock.tick(FPS) - -if __name__ == ""__main__"": - game = TimeManipulationGame() - game.run() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 9,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random -import time - -class Game: - def __init__(self): - self.players = [] - self.resources = 100 - self.rounds = 5 - - def add_player(self, player): - self.players.append(player) - - def start_game(self): - print(""Game Start!"") - for round_number in range(1, self.rounds + 1): - print(f""\nRound {round_number}"") - self.play_round() - time.sleep(1) - self.end_game() - - def play_round(self): - for player in self.players: - player.take_turn(self.resources) - - def end_game(self): - print(""\nGame Over!"") - for player in self.players: - print(f""{player.name} collected {player.resources_collected} resources."") - winner = max(self.players, key=lambda p: p.resources_collected) - print(f""The winner is {winner.name}!"") - -class Player: - def __init__(self, name, role): - self.name = name - self.role = role - self.resources_collected = 0 - - def take_turn(self, total_resources): - if self.role == ""Collector"": - collected = random.randint(1, 10) - self.resources_collected += collected - print(f""{self.name} (Collector) collected {collected} resources."") - elif self.role == ""Saboteur"": - sabotage = random.randint(1, 5) - total_resources -= sabotage - print(f""{self.name} (Saboteur) sabotaged {sabotage} resources."") - else: - print(f""{self.name} has an unknown role."") - -def main(): - game = Game() - num_collectors = 2 - num_saboteurs = 1 - - for i in range(num_collectors): - game.add_player(Player(f""Collector {i + 1}"", ""Collector"")) - - for i in range(num_saboteurs): - game.add_player(Player(f""Saboteur {i + 1}"", ""Saboteur"")) - - game.start_game() - -if __name__ == ""__main__"": - main() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 10,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Game: - def __init__(self): - self.players = {} - self.levels = [] - self.current_level = 0 - self.player_content = [] - - def add_player(self, player_name): - self.players[player_name] = [] - - def add_level(self, level_content): - self.levels.append(level_content) - - def generate_level(self): - if self.player_content: - level_content = random.choice(self.player_content) - else: - level_content = f""Default Level {len(self.levels) + 1}"" - self.add_level(level_content) - - def submit_content(self, player_name, content): - if player_name in self.players: - self.player_content.append(content) - self.players[player_name].append(content) - print(f""{player_name} submitted: {content}"") - else: - print(f""Player {player_name} not found."") - - def play_level(self): - if self.current_level < len(self.levels): - print(f""Playing Level: {self.levels[self.current_level]}"") - self.current_level += 1 - else: - print(""No more levels to play!"") - - def show_player_content(self, player_name): - if player_name in self.players: - print(f""{player_name}'s submissions: {self.players[player_name]}"") - else: - print(f""Player {player_name} not found."") - -def main(): - game = Game() - game.add_player(""Alice"") - game.add_player(""Bob"") - - game.submit_content(""Alice"", ""A mysterious cave filled with crystals."") - game.submit_content(""Bob"", ""A raging river with dangerous currents."") - - game.generate_level() - game.play_level() - - game.show_player_content(""Alice"") - game.show_player_content(""Bob"") - - game.generate_level() - game.play_level() - -if __name__ == ""__main__"": - main() -```",2024-08-24T18:39:39.929561 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm082b74457ca344f68c4af81d54111f66.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm082b74457ca344f68c4af81d54111f66.csv" deleted file mode 100644 index 4e7e2f075..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm082b74457ca344f68c4af81d54111f66.csv" +++ /dev/null @@ -1,690 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 1,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random -import time - -class GameObject: - def __init__(self, name, position): - self.name = name - self.position = position - - def move(self, new_position): - self.position = new_position - -class Environment: - def __init__(self, size): - self.size = size - self.objects = [] - - def add_object(self, game_object): - self.objects.append(game_object) - - def update(self): - for obj in self.objects: - if random.random() < 0.5: # Randomly move objects - new_position = (random.randint(0, self.size - 1), random.randint(0, self.size - 1)) - obj.move(new_position) - - def display(self): - grid = [['.' for _ in range(self.size)] for _ in range(self.size)] - for obj in self.objects: - x, y = obj.position - grid[x][y] = obj.name[0] # Use first letter of the object's name - for row in grid: - print(' '.join(row)) - print() - -class Game: - def __init__(self, size): - self.environment = Environment(size) - self.score = 0 - - def add_game_object(self, name): - position = (random.randint(0, self.environment.size - 1), random.randint(0, self.environment.size - 1)) - game_object = GameObject(name, position) - self.environment.add_object(game_object) - - def play(self): - print(""Welcome to the Dynamic Environment Game!"") - for _ in range(10): # Play for 10 rounds - self.environment.update() - self.environment.display() - self.score += 1 - time.sleep(1) # Pause for a moment to see the changes - print(f""Game Over! Your score: {self.score}"") - -if __name__ == ""__main__"": - game = Game(size=5) - game.add_game_object(""Player"") - game.add_game_object(""Enemy"") - game.add_game_object(""Treasure"") - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 2,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Game: - def __init__(self): - self.story = { - ""start"": { - ""text"": ""You wake up in a mysterious forest. What do you want to do?"", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - }, - ""explore_forest"": { - ""text"": ""You find a hidden cave. Do you want to enter?"", - ""options"": { - ""yes"": ""enter_cave"", - ""no"": ""return_to_forest"" - } - }, - ""build_shelter"": { - ""text"": ""You gather materials and build a shelter. What next?"", - ""options"": { - ""explore"": ""explore_forest"", - ""wait"": ""wait_for_help"" - } - }, - ""enter_cave"": { - ""text"": ""Inside the cave, you find a treasure chest! Open it?"", - ""options"": { - ""open"": ""treasure_found"", - ""leave"": ""leave_cave"" - } - }, - ""return_to_forest"": { - ""text"": ""You return to the forest. What do you want to do?"", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - }, - ""wait_for_help"": { - ""text"": ""You wait for hours, but no one comes. What now?"", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - }, - ""treasure_found"": { - ""text"": ""You found gold and jewels! You win!"", - ""options"": {} - }, - ""leave_cave"": { - ""text"": ""You leave the cave and find yourself back in the forest."", - ""options"": { - ""explore"": ""explore_forest"", - ""build_shelter"": ""build_shelter"" - } - } - } - self.current_node = ""start"" - - def display_current_story(self): - current_story = self.story[self.current_node] - print(current_story[""text""]) - if current_story[""options""]: - for option in current_story[""options""]: - print(f""- {option}"") - - def make_choice(self, choice): - if choice in self.story[self.current_node][""options""]: - self.current_node = self.story[self.current_node][""options""][choice] - else: - print(""Invalid choice. Try again."") - - def play(self): - while True: - self.display_current_story() - if not self.story[self.current_node][""options""]: - break - choice = input(""What do you want to do? "").strip().lower() - self.make_choice(choice) - print(""Game Over."") - -if __name__ == ""__main__"": - game = Game() - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 3,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Entity: - def __init__(self, name, health, damage): - self.name = name - self.health = health - self.damage = damage - - def is_alive(self): - return self.health > 0 - - def attack(self, target): - if self.is_alive(): - target.health -= self.damage - print(f""{self.name} attacks {target.name} for {self.damage} damage!"") - -class Player(Entity): - def __init__(self, name): - super().__init__(name, health=100, damage=10) - - def heal(self): - self.health += 20 - print(f""{self.name} heals for 20 health!"") - -class Enemy(Entity): - def __init__(self, name): - super().__init__(name, health=random.randint(50, 100), damage=random.randint(5, 15)) - -class Game: - def __init__(self): - self.player = Player(""Hero"") - self.enemies = [Enemy(f""Enemy {i}"") for i in range(1, 5)] - self.turn = 0 - - def player_turn(self): - action = input(""Choose action (attack/heal): "").strip().lower() - if action == ""attack"": - target = self.choose_enemy() - self.player.attack(target) - elif action == ""heal"": - self.player.heal() - else: - print(""Invalid action. Try again."") - - def choose_enemy(self): - alive_enemies = [enemy for enemy in self.enemies if enemy.is_alive()] - if not alive_enemies: - print(""All enemies defeated!"") - return None - print(""Choose an enemy to attack:"") - for idx, enemy in enumerate(alive_enemies): - print(f""{idx + 1}: {enemy.name} (Health: {enemy.health})"") - choice = int(input(""Enter enemy number: "")) - 1 - return alive_enemies[choice] - - def enemy_turn(self): - for enemy in self.enemies: - if enemy.is_alive(): - enemy.attack(self.player) - - def check_game_over(self): - if not self.player.is_alive(): - print(""You have been defeated!"") - return True - if all(not enemy.is_alive() for enemy in self.enemies): - print(""All enemies defeated! You win!"") - return True - return False - - def play(self): - while not self.check_game_over(): - print(""\n--- Player's Turn ---"") - self.player_turn() - self.enemy_turn() - self.turn += 1 - print(f""Turn {self.turn} complete."") - print(f""{self.player.name} Health: {self.player.health}"") - -if __name__ == ""__main__"": - game = Game() - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 4,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Character: - def __init__(self, name): - self.name = name - self.abilities = self.generate_abilities() - - def generate_abilities(self): - abilities = [] - for _ in range(3): # Each character gets 3 abilities - ability = self.create_ability() - abilities.append(ability) - return abilities - - def create_ability(self): - ability_types = ['Fire', 'Water', 'Earth', 'Air', 'Lightning'] - power_levels = ['Weak', 'Moderate', 'Strong'] - ability_type = random.choice(ability_types) - power_level = random.choice(power_levels) - return f""{power_level} {ability_type} Attack"" - - def display_character(self): - print(f""Character: {self.name}"") - print(""Abilities:"") - for ability in self.abilities: - print(f""- {ability}"") - -def create_characters(num_characters): - characters = [] - for i in range(num_characters): - name = f""Hero_{i + 1}"" - character = Character(name) - characters.append(character) - return characters - -def main(): - num_characters = 5 - characters = create_characters(num_characters) - - for character in characters: - character.display_character() - print() - -if __name__ == ""__main__"": - main() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 5,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Game: - def __init__(self): - self.locations = { - 'Forest': {'description': 'A dark and dense forest.', 'items': ['Mushroom'], 'exits': ['Cave', 'Village']}, - 'Cave': {'description': 'A damp cave echoing with sounds.', 'items': ['Gem', 'Lantern'], 'exits': ['Forest']}, - 'Village': {'description': 'A small village with friendly faces.', 'items': ['Bread', 'Potion'], 'exits': ['Forest', 'Castle']}, - 'Castle': {'description': 'An ancient castle, looming in the distance.', 'items': ['Sword', 'Shield'], 'exits': ['Village']} - } - self.current_location = 'Forest' - self.inventory = [] - - def play(self): - while True: - self.describe_location() - command = input(""What do you want to do? (explore, take, use, exit): "").strip().lower() - if command == 'explore': - self.explore() - elif command == 'take': - self.take_item() - elif command == 'use': - self.use_item() - elif command == 'exit': - print(""Thanks for playing!"") - break - else: - print(""Invalid command."") - - def describe_location(self): - location = self.locations[self.current_location] - print(f""\nYou are at the {self.current_location}."") - print(location['description']) - print(""You see: "", ', '.join(location['items'])) - print(""Exits: "", ', '.join(location['exits'])) - - def explore(self): - exit_choice = input(""Which exit do you want to take? "").strip() - if exit_choice in self.locations[self.current_location]['exits']: - self.current_location = exit_choice - else: - print(""You can't go that way!"") - - def take_item(self): - location = self.locations[self.current_location] - item_choice = input(""Which item do you want to take? "").strip() - if item_choice in location['items']: - self.inventory.append(item_choice) - location['items'].remove(item_choice) - print(f""You took the {item_choice}."") - else: - print(""That item is not here!"") - - def use_item(self): - if not self.inventory: - print(""Your inventory is empty!"") - return - item_choice = input(""Which item do you want to use? "").strip() - if item_choice in self.inventory: - print(f""You used the {item_choice}."") - # Here, you might want to define effects of using items - self.inventory.remove(item_choice) - else: - print(""You don't have that item!"") - -if __name__ == ""__main__"": - game = Game() - game.play() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 6,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Agent: - def __init__(self, name): - self.name = name - self.health = 100 - self.power = random.randint(5, 15) - - def attack(self, target): - damage = self.power - target.health -= damage - print(f""{self.name} attacks {target.name} for {damage} damage!"") - if target.health <= 0: - print(f""{target.name} has been defeated!"") - -class Player(Agent): - def __init__(self, name): - super().__init__(name) - - def heal(self): - heal_amount = random.randint(10, 20) - self.health += heal_amount - print(f""{self.name} heals for {heal_amount} health!"") - -class AI(Agent): - def __init__(self, name): - super().__init__(name) - - def choose_action(self, target): - if self.health < 20: - self.heal() - else: - self.attack(target) - -class Game: - def __init__(self): - self.player = Player(""Hero"") - self.ai_partners = [AI(f""AI-{i}"") for i in range(1, 4)] - self.enemy = Agent(""Monster"") - - def player_turn(self): - action = input(""Do you want to (A)ttack or (H)eal? "").strip().lower() - if action == 'a': - self.player.attack(self.enemy) - elif action == 'h': - self.player.heal() - - def ai_turns(self): - for ai in self.ai_partners: - if self.enemy.health > 0: - ai.choose_action(self.enemy) - - def game_loop(self): - while self.player.health > 0 and self.enemy.health > 0: - print(f""\nPlayer Health: {self.player.health}, Enemy Health: {self.enemy.health}"") - self.player_turn() - if self.enemy.health > 0: - self.ai_turns() - if self.enemy.health <= 0: - print(""The Monster has been defeated! You win!"") - break - self.enemy.attack(self.player) - if self.player.health <= 0: - print(""You have been defeated! Game over."") - -if __name__ == ""__main__"": - game = Game() - game.game_loop() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 7,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import cv2 -import numpy as np -import random - -class AugmentedRealityGame: - def __init__(self): - self.cap = cv2.VideoCapture(0) # Open the camera - self.target_position = self.generate_target_position() - self.score = 0 - - def generate_target_position(self): - # Generate random target position on screen - return (random.randint(100, 500), random.randint(100, 400)) - - def draw_target(self, frame): - # Draw target on the frame - target_color = (0, 255, 0) # Green target - cv2.circle(frame, self.target_position, 20, target_color, -1) - - def check_hit(self, x, y): - target_x, target_y = self.target_position - if (target_x - 20) < x < (target_x + 20) and (target_y - 20) < y < (target_y + 20): - self.score += 1 - self.target_position = self.generate_target_position() # Move target - - def run(self): - while True: - ret, frame = self.cap.read() - if not ret: - break - - self.draw_target(frame) - - cv2.putText(frame, f'Score: {self.score}', (10, 30), cv2.FONT_HERSHEY_SIMPLEX, 1, (255, 255, 255), 2) - - cv2.imshow(""Augmented Reality Game"", frame) - - key = cv2.waitKey(1) - if key & 0xFF == 27: # Escape key to exit - break - elif key & 0xFF == ord('c'): # Simulate clicking - x, y = random.randint(100, 600), random.randint(100, 400) # Simulated cursor position - self.check_hit(x, y) - - self.cap.release() - cv2.destroyAllWindows() - -if __name__ == ""__main__"": - game = AugmentedRealityGame() - game.run() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 8,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import pygame -import sys -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -TIME_SCALE = 0.5 # Time manipulation factor - -# Colors -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -RED = (255, 0, 0) - -# Game Objects -class Player(pygame.sprite.Sprite): - def __init__(self): - super().__init__() - self.image = pygame.Surface((50, 50)) - self.image.fill(WHITE) - self.rect = self.image.get_rect(center=(WIDTH // 2, HEIGHT // 2)) - self.speed = 5 - - def update(self): - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT]: - self.rect.x -= self.speed - if keys[pygame.K_RIGHT]: - self.rect.x += self.speed - if keys[pygame.K_UP]: - self.rect.y -= self.speed - if keys[pygame.K_DOWN]: - self.rect.y += self.speed - -class TimeBubble(pygame.sprite.Sprite): - def __init__(self, x, y): - super().__init__() - self.image = pygame.Surface((30, 30)) - self.image.fill(RED) - self.rect = self.image.get_rect(center=(x, y)) - - def update(self): - self.rect.y += 2 # Move downwards - -# Game Class -class TimeManipulationGame: - def __init__(self): - self.screen = pygame.display.set_mode((WIDTH, HEIGHT)) - pygame.display.set_caption(""Time Manipulation Game"") - self.clock = pygame.time.Clock() - self.player = Player() - self.all_sprites = pygame.sprite.Group(self.player) - self.time_bubbles = pygame.sprite.Group() - self.spawn_time_bubble() - - def spawn_time_bubble(self): - x = random.randint(0, WIDTH) - bubble = TimeBubble(x, 0) - self.time_bubbles.add(bubble) - self.all_sprites.add(bubble) - - def run(self): - while True: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - pygame.quit() - sys.exit() - - self.all_sprites.update() - - # Check for collisions with time bubbles - if pygame.sprite.spritecollide(self.player, self.time_bubbles, True): - self.player.speed *= TIME_SCALE # Slow down player speed - self.spawn_time_bubble() # Spawn new bubble - - self.screen.fill(BLACK) - self.all_sprites.draw(self.screen) - pygame.display.flip() - self.clock.tick(FPS) - -if __name__ == ""__main__"": - game = TimeManipulationGame() - game.run() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 9,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random -import time - -class Game: - def __init__(self): - self.players = [] - self.resources = 100 - self.rounds = 5 - - def add_player(self, player): - self.players.append(player) - - def start_game(self): - print(""Game Start!"") - for round_number in range(1, self.rounds + 1): - print(f""\nRound {round_number}"") - self.play_round() - time.sleep(1) - self.end_game() - - def play_round(self): - for player in self.players: - player.take_turn(self.resources) - - def end_game(self): - print(""\nGame Over!"") - for player in self.players: - print(f""{player.name} collected {player.resources_collected} resources."") - winner = max(self.players, key=lambda p: p.resources_collected) - print(f""The winner is {winner.name}!"") - -class Player: - def __init__(self, name, role): - self.name = name - self.role = role - self.resources_collected = 0 - - def take_turn(self, total_resources): - if self.role == ""Collector"": - collected = random.randint(1, 10) - self.resources_collected += collected - print(f""{self.name} (Collector) collected {collected} resources."") - elif self.role == ""Saboteur"": - sabotage = random.randint(1, 5) - total_resources -= sabotage - print(f""{self.name} (Saboteur) sabotaged {sabotage} resources."") - else: - print(f""{self.name} has an unknown role."") - -def main(): - game = Game() - num_collectors = 2 - num_saboteurs = 1 - - for i in range(num_collectors): - game.add_player(Player(f""Collector {i + 1}"", ""Collector"")) - - for i in range(num_saboteurs): - game.add_player(Player(f""Saboteur {i + 1}"", ""Saboteur"")) - - game.start_game() - -if __name__ == ""__main__"": - main() -```",2024-08-24T18:39:39.929561 -8edef031-5f31-4584-a019-f56005f9a998,Pattern Exploration Agent 10,Create 10 unique games in Python using novel game design patterns. Each agent should output the Python code for their game and only their game.,"```python -import random - -class Game: - def __init__(self): - self.players = {} - self.levels = [] - self.current_level = 0 - self.player_content = [] - - def add_player(self, player_name): - self.players[player_name] = [] - - def add_level(self, level_content): - self.levels.append(level_content) - - def generate_level(self): - if self.player_content: - level_content = random.choice(self.player_content) - else: - level_content = f""Default Level {len(self.levels) + 1}"" - self.add_level(level_content) - - def submit_content(self, player_name, content): - if player_name in self.players: - self.player_content.append(content) - self.players[player_name].append(content) - print(f""{player_name} submitted: {content}"") - else: - print(f""Player {player_name} not found."") - - def play_level(self): - if self.current_level < len(self.levels): - print(f""Playing Level: {self.levels[self.current_level]}"") - self.current_level += 1 - else: - print(""No more levels to play!"") - - def show_player_content(self, player_name): - if player_name in self.players: - print(f""{player_name}'s submissions: {self.players[player_name]}"") - else: - print(f""Player {player_name} not found."") - -def main(): - game = Game() - game.add_player(""Alice"") - game.add_player(""Bob"") - - game.submit_content(""Alice"", ""A mysterious cave filled with crystals."") - game.submit_content(""Bob"", ""A raging river with dangerous currents."") - - game.generate_level() - game.play_level() - - game.show_player_content(""Alice"") - game.show_player_content(""Bob"") - - game.generate_level() - game.play_level() - -if __name__ == ""__main__"": - main() -```",2024-08-24T18:39:39.929561 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb 2.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb 2.csv" deleted file mode 100644 index f8345b77f..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb 2.csv" +++ /dev/null @@ -1,577 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -8938e95a-c252-494d-a753-1afa47b439a4,ROTH IRA Specialist Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Investing in stocks through a Roth IRA can be a highly effective way to build wealth while benefitting from unique tax advantages. Here’s a detailed breakdown of how to do it, including contribution limits, tax implications, withdrawal rules, and some key benefits of Roth IRAs. - -### 1. Contribution Limits -For the tax year **2023**, the contribution limit for a Roth IRA is: -- **$6,500** for individuals under age 50. -- **$7,500** for individuals aged 50 and older (this includes a **$1,000 catch-up contribution**). - -It’s important to note that your ability to contribute to a Roth IRA may be reduced or eliminated based on your modified adjusted gross income (MAGI): -- For single filers, contributions begin to phase out at a MAGI of $138,000 and are completely phased out at $153,000. -- For married couples filing jointly, the phase-out begins at $218,000 and ends at $228,000. - -### 2. Tax Implications -The main advantage of a Roth IRA is its **tax structure**: -- **Tax-Free Growth:** All earnings in a Roth IRA grow tax-free. This includes interest, dividends, and capital gains. Thus, stock investments can appreciate significantly without being taxed each year. -- **Tax-Free Withdrawals:** Qualified withdrawals from a Roth IRA are tax-free. This includes both contributions (which can be withdrawn anytime) and earnings (which must meet specific requirements). - -### 3. Withdrawal Rules -- You can withdraw your original contributions to a Roth IRA at any time, tax- and penalty-free. -- Earnings can be withdrawn tax- and penalty-free if you meet two conditions: - 1. You are at least age 59½. - 2. You have had the Roth IRA for at least five years (this is known as the **five-year rule**). - -If you withdraw earnings before fulfilling these conditions, you may have to pay income tax and a 10% penalty on the earnings. - -### 4. Advantages of Roth IRAs for Stock Investment -- **Flexibility of Investment Choices:** You can invest in a variety of stocks, ETFs, mutual funds, and other financial instruments within your Roth IRA, allowing for diversification based on your risk tolerance and investment strategy. -- **No Required Minimum Distributions (RMDs):** Unlike traditional IRAs, there are no RMDs for Roth IRAs during the owner’s lifetime. This allows your investments to continue to grow tax-free for as long as you wish. -- **Estate Planning Benefits:** The account can be passed on to beneficiaries tax-free, making it a powerful tool for estate planning. - -### 5. Strategies for Investing in Stocks within a Roth IRA -- **Growth Stocks:** Consider investing in growth stocks that have the potential for significant appreciation. The tax-free growth can amplify your returns over time. -- **Dividend Stocks:** High-dividend stocks can provide a stream of income that can be reinvested without being taxed. -- **ETFs and Index Funds:** These can provide diversification and potentially lower costs compared to individual stock picking. - -### 6. Setting Up Your Roth IRA -To start investing in stocks with your Roth IRA: -1. Choose a financial institution that offers a Roth IRA, such as banks, brokerage firms, or robo-advisors. -2. Open a Roth IRA account and fund it, ensuring you stay within contribution limits. -3. Research and select stocks or funds to invest in within your account. - -### Conclusion -Investing in stocks using a Roth IRA can provide significant tax advantages and growth potential. Make sure to understand the limitations and rules regarding contributions and withdrawals to maximize your benefits. Always consider your individual financial situation, investment objectives, and risk tolerance when making investment decisions. Consulting with a financial advisor can also be beneficial in creating a tailored investment strategy.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Stock Market Trends Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Current Stock Market Conditions (as of October 2023) - -1. **Market Overview**: The stock market has shown mixed performance, with certain sectors outperforming others. Volatility remains a concern, influenced by macroeconomic factors such as inflation rates, interest rate changes, and geopolitical tensions. - -2. **Outperforming Sectors**: - - **Technology**: With advancements in AI and cloud computing, tech stocks, particularly in software and cybersecurity, have been strong performers. - - **Healthcare**: Companies focused on biotechnology and pharmaceuticals have gained traction due to ongoing innovations and the aging population. - - **Renewable Energy**: As the world shifts towards sustainability, companies in solar, wind, and electric vehicles are witnessing growth. - - **Consumer Staples**: This sector remains resilient, providing stability amidst economic uncertainty as consumers prioritize essential goods. - -3. **Underperforming Sectors**: - - **Real Estate**: Rising interest rates have negatively impacted real estate stocks, making borrowing more expensive. - - **Financials**: While some banks have benefited from higher interest rates, overall performance has been mixed due to concerns about loan defaults. - -### Investment Opportunities - -1. **Technology Stocks**: Consider investing in leading tech firms or ETFs that focus on AI and cloud services. -2. **Biotech Firms**: Look for companies with promising drug pipelines or innovative treatments. -3. **Renewable Energy ETFs**: These can provide diversified exposure to the growing clean energy sector. -4. **Defensive Stocks**: In uncertain times, consumer staples provide stability and dividends. - -### Financial Advice Agents - -1. **Stock Market Analyst**: Specializes in analyzing stock performance and trends. -2. **Bond Market Specialist**: Provides insights on bond investments and interest rate impacts. -3. **Tax Advisor**: Focuses on tax-efficient investing strategies, including ROTH IRA benefits. -4. **Retirement Planning Expert**: Guides on retirement accounts and long-term investment strategies. -5. **Sector Specialist**: Analyzes specific sectors (e.g., tech, healthcare) for investment opportunities. -6. **Technical Analyst**: Uses charts and technical indicators to predict stock price movements. -7. **Fundamental Analyst**: Evaluates company financials to assess stock value. -8. **Risk Management Advisor**: Offers strategies to mitigate investment risks. -9. **Dividend Investment Specialist**: Focuses on stocks that provide consistent dividends. -10. **ESG Investment Advisor**: Specializes in environmentally and socially responsible investments. - -### Investing in Stocks with a ROTH IRA - -1. **Contribution Limits**: Ensure you adhere to the annual contribution limits for ROTH IRAs. For 2023, the limit is $6,500 ($7,500 if you're 50 or older). - -2. **Eligible Investments**: You can invest in a wide range of assets, including stocks, bonds, mutual funds, and ETFs within your ROTH IRA. - -3. **Tax Benefits**: - - **Tax-Free Growth**: Investments grow tax-free within the ROTH IRA. - - **Tax-Free Withdrawals**: Qualified withdrawals in retirement are tax-free, which can be a significant advantage. - -4. **Investment Strategy**: - - Focus on growth-oriented investments, as the tax-free growth can compound significantly over time. - - Diversify your portfolio to manage risk effectively. - -5. **Avoiding Penalties**: Be aware of the rules regarding withdrawals. Contributions can be withdrawn tax-free at any time, but earnings may incur taxes and penalties if withdrawn before age 59½ unless certain conditions are met. - -### Getting a Tax Break - -1. **Contributions**: While contributions to a ROTH IRA are not tax-deductible, they grow tax-free, and qualified withdrawals are tax-free in retirement. - -2. **Tax Credits**: Depending on your income, you may qualify for the Saver’s Credit, which can reduce your tax bill based on your contributions to retirement accounts. - -3. **Tax-Loss Harvesting**: If you have taxable accounts, consider selling losing investments to offset gains and reduce your taxable income. - -### Conclusion - -The current market offers a mix of opportunities and challenges. Focusing on sectors like technology and renewable energy while utilizing a ROTH IRA for tax-efficient growth can be a strategic approach to investing. Always consider individual financial situations and consult with specialized advisors for tailored advice.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Bond Investment Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Types of Bonds - -1. **Government Bonds**: Issued by national governments, these bonds are considered low-risk. Examples include U.S. Treasury bonds, notes, and bills. They typically offer lower yields compared to other bonds but are backed by the government's credit. - - - **Risks**: Minimal credit risk; however, they are subject to interest rate risk. - - **Potential Returns**: Generally lower yields, but stable income. - -2. **Municipal Bonds**: Issued by state and local governments, these bonds often come with tax advantages, as the interest earned is usually exempt from federal income tax and sometimes state taxes. - - - **Risks**: Credit risk (risk of default), interest rate risk, and liquidity risk. - - **Potential Returns**: Typically lower yields than corporate bonds but can be more attractive due to tax exemptions. - -3. **Corporate Bonds**: Issued by companies, these bonds generally offer higher yields than government or municipal bonds due to higher risk. - - - **Risks**: Credit risk (risk of default), interest rate risk, and liquidity risk. - - **Potential Returns**: Higher yields, reflecting the increased risk. - -4. **High-Yield Bonds (Junk Bonds)**: These are corporate bonds rated below investment grade. They offer higher returns to compensate for the increased risk of default. - - - **Risks**: High credit risk, interest rate risk, and liquidity risk. - - **Potential Returns**: Higher yields, but with significant risk. - -5. **Convertible Bonds**: These bonds can be converted into a predetermined number of the company's shares. They offer the potential for capital appreciation if the company's stock performs well. - - - **Risks**: Credit risk, interest rate risk, and the risk of dilution if converted. - - **Potential Returns**: Potential for higher returns if the company performs well. - -### Comparison: Municipal Bonds vs. Corporate Bonds - -- **Tax Benefits**: Municipal bonds often provide tax-free interest income, making them attractive for investors in higher tax brackets. Corporate bonds do not offer tax advantages. - -- **Risk Profile**: Municipal bonds generally have lower credit risk compared to corporate bonds, especially those issued by stable municipalities. Corporate bonds carry a higher risk of default, particularly those from lower-rated companies. - -- **Yield**: Corporate bonds typically offer higher yields than municipal bonds to compensate for the additional risk. However, the effective yield on municipal bonds can be more attractive when considering tax implications. - -- **Liquidity**: Corporate bonds tend to be more liquid than municipal bonds, which can be more challenging to sell in secondary markets. - -### Investing in Stocks with a Roth IRA - -1. **Tax Advantages**: Contributions to a Roth IRA are made with after-tax dollars, meaning qualified withdrawals during retirement are tax-free. This is beneficial for long-term stock investments, as capital gains and dividends will not be taxed upon withdrawal. - -2. **Investment Options**: Within a Roth IRA, you can invest in a wide range of assets, including stocks, mutual funds, ETFs, and bonds. - -3. **Contribution Limits**: For 2023, the contribution limit is $6,500 for individuals under 50 and $7,500 for those 50 and older. Ensure you adhere to these limits to avoid penalties. - -4. **Eligibility**: Your ability to contribute to a Roth IRA may be limited based on your income. For 2023, single filers with modified adjusted gross income (MAGI) above $138,000 and joint filers above $218,000 may face reduced contribution limits. - -5. **Withdrawals**: You can withdraw your contributions (not earnings) at any time without penalty. However, to withdraw earnings tax-free, you must be at least 59½ and have held the account for at least five years. - -### Getting a Tax Break - -- **Tax-Free Growth**: The primary tax advantage of a Roth IRA is the tax-free growth of investments. This means you won’t pay taxes on any capital gains, dividends, or interest earned within the account. - -- **Tax Diversification**: Having a Roth IRA alongside traditional retirement accounts allows for tax diversification in retirement, giving you flexibility in managing your tax liabilities. - -- **Qualified Distributions**: Ensure you meet the requirements for qualified distributions to avoid penalties and taxes on earnings. - -### Conclusion - -When considering bond investments, weigh the risks and potential returns based on your financial goals and risk tolerance. Municipal bonds can be a great option for tax-conscious investors, while corporate bonds may appeal to those seeking higher yields. For stock investments within a Roth IRA, take advantage of tax-free growth and the flexibility it offers in retirement planning. Always consider consulting with a financial advisor for personalized advice tailored to your specific situation.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Tax Planning Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Investing in a Roth IRA can provide significant tax advantages, particularly for those looking to maximize their retirement savings while minimizing their tax burden. Here’s an overview of the benefits and some strategies for maximizing your tax breaks. - -### Advantages of a Roth IRA - -1. **Tax-Free Growth**: Contributions to a Roth IRA are made with after-tax dollars, meaning you pay taxes on your income before you invest. However, the money grows tax-free, and qualified withdrawals (including earnings) are also tax-free in retirement. - -2. **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require you to take distributions at a certain age, allowing your investments to continue growing tax-free for a longer period. - -3. **Flexibility in Withdrawals**: You can withdraw your contributions (not earnings) at any time without penalty. This feature provides liquidity if you need access to your funds before retirement. - -4. **Potential for Lower Tax Bracket in Retirement**: If you expect to be in a higher tax bracket in retirement than you are now, a Roth IRA can be particularly advantageous since you lock in your tax rate at the time of contribution. - -### Strategies for Maximizing Tax Breaks with a Roth IRA - -1. **Maximize Contributions**: Contribute the maximum allowed amount each year. For 2023, the contribution limit is $6,500 ($7,500 if you’re age 50 or older). Ensure you stay within income limits for eligibility. - -2. **Invest in Growth Assets**: Consider investing in stocks or mutual funds that have higher growth potential within your Roth IRA. Since the earnings are tax-free, this can significantly enhance your wealth over time. - -3. **Tax-Loss Harvesting**: If you have investments in a taxable account that have lost value, consider selling them to realize a loss, which can offset capital gains and reduce your taxable income. This strategy can be particularly effective if you have gains from other investments, allowing you to effectively manage your tax liability while still maintaining a Roth IRA for growth. - -4. **Utilize the Backdoor Roth IRA**: If your income exceeds the limits for direct contributions, consider making a non-deductible contribution to a traditional IRA and then converting it to a Roth IRA. This ""backdoor"" strategy allows high earners to take advantage of Roth IRAs. - -5. **Invest in Tax-Efficient Funds**: Choose index funds or ETFs that typically have lower turnover rates, which can help minimize capital gains distributions, thereby preserving the tax-free growth benefit of your Roth IRA. - -6. **Consider a Roth Conversion**: If you expect your income to decrease in the future (e.g., retirement), consider converting a traditional IRA to a Roth IRA. You’ll pay taxes on the converted amount now, but future growth and withdrawals will be tax-free. - -7. **Plan for your heirs**: Roth IRAs can be passed on to heirs without the burden of taxes on withdrawals. Planning your estate with a Roth IRA can provide significant tax advantages for your beneficiaries. - -8. **Diversify Investment Types**: Within your Roth IRA, consider a mix of stocks, bonds, and other investments to balance risk and return. This diversification can help maintain growth while managing the volatility typically associated with equities. - -### Conclusion - -Investing in a Roth IRA not only provides tax-free growth and flexibility but also offers various strategies to maximize your tax benefits. By understanding and utilizing these strategies, you can optimize your retirement savings and potentially reduce your overall tax burden. Always consider consulting with a tax professional or financial advisor to tailor these strategies to your individual financial situation.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Risk Assessment Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Risk Analysis for Investing in Stocks and Bonds - -#### Risks of Investing in Stocks: -1. **Market Risk**: The risk of losing money due to overall market declines. -2. **Volatility Risk**: Stocks can experience significant price fluctuations, which can lead to potential losses. -3. **Company-Specific Risk**: Factors related to the individual company, such as management decisions, product failures, or financial instability, can affect stock prices. -4. **Liquidity Risk**: Some stocks may not be easily sold without a substantial price reduction, especially in a down market. - -#### Risks of Investing in Bonds: -1. **Interest Rate Risk**: Bond prices inversely correlate with interest rates; when rates rise, bond prices fall. -2. **Credit Risk**: The risk that the bond issuer will default on interest payments or principal repayment. -3. **Inflation Risk**: Inflation can erode the purchasing power of bond interest payments and the principal. -4. **Reinvestment Risk**: The risk that cash flows from a bond will have to be reinvested at lower rates. - -### Mitigation Strategies - -1. **Diversification**: - - **Definition**: Spreading investments across various asset classes (stocks, bonds, real estate, etc.) and sectors to reduce exposure to any single asset or risk. - - **Benefit**: If one investment performs poorly, others may perform well, balancing out potential losses. - -2. **Asset Allocation**: - - **Definition**: The process of dividing investment portfolios among different asset categories (e.g., stocks, bonds, cash). - - **Benefit**: Tailoring your investment mix according to your risk tolerance, investment goals, and time horizon can help manage risk. - -3. **Investing in Index Funds or ETFs**: - - **Benefit**: These funds provide instant diversification across a broad market index, reducing the impact of individual stock volatility. - -4. **Regular Portfolio Rebalancing**: - - **Definition**: Periodically adjusting your portfolio back to your desired asset allocation. - - **Benefit**: This practice helps maintain your risk level and can improve returns by selling high and buying low. - -5. **Research and Due Diligence**: - - **Benefit**: Understanding the fundamentals of investments can help avoid poor decisions based on market noise or speculation. - -6. **Setting Stop-Loss Orders**: - - **Benefit**: A stop-loss order can limit potential losses by automatically selling a stock at a predetermined price. - -7. **Investing in High-Quality Bonds**: - - **Benefit**: Focusing on bonds with high credit ratings can reduce credit risk. - -8. **Using Dollar-Cost Averaging**: - - **Definition**: Investing a fixed amount of money at regular intervals, regardless of market conditions. - - **Benefit**: This strategy can reduce the impact of volatility by averaging the purchase price of investments. - -9. **Hedging**: - - **Definition**: Utilizing options or other derivatives to offset potential losses in your investment. - - **Benefit**: Hedging can provide insurance against adverse price movements. - -10. **Monitoring Economic Indicators**: - - **Benefit**: Keeping an eye on economic trends, interest rates, and other indicators can help make informed investment decisions. - -### Investing in Stocks with a Roth IRA and Getting a Tax Break - -1. **Understanding Roth IRA**: - - Contributions to a Roth IRA are made with after-tax dollars, meaning you won’t pay taxes on withdrawals in retirement, provided certain conditions are met. - -2. **Investment Rules**: - - You can buy and sell stocks within your Roth IRA without incurring capital gains taxes. - - You can invest in a wide range of assets, including individual stocks, mutual funds, ETFs, and bonds. - -3. **Contribution Limits**: - - Ensure you adhere to annual contribution limits for Roth IRAs, which can change annually. - -4. **Tax Breaks**: - - Contributions are not tax-deductible, but qualified withdrawals are tax-free. This is a significant advantage for long-term growth. - - If your income exceeds certain limits, your ability to contribute to a Roth IRA may be restricted. - -5. **Withdrawals**: - - Withdrawals of contributions can be made at any time without penalty, while earnings can be withdrawn tax-free if the account has been open for at least five years and you are at least 59½ years old. - -### Conclusion -Investing in stocks and bonds carries inherent risks, but implementing strategies such as diversification, asset allocation, and due diligence can help mitigate these risks effectively. Utilizing a Roth IRA for investments can provide substantial tax advantages, making it an appealing option for long-term investors.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Financial Regulations Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Creating a swarm of specialized agents to provide financial advice is a great initiative. Below are 10 hyper-specialized agents, each focusing on different areas of financial advice related to investing in stocks and bonds, particularly through a Roth IRA: - -### Specialized Agents - -1. **Roth IRA Compliance Agent** - Provides information on the IRS rules governing Roth IRAs, including contribution limits, eligibility requirements, and withdrawal rules. - -2. **Investment Strategy Agent** - Offers insights into different investment strategies suitable for stocks and bonds within a Roth IRA, including growth investing and income-generating strategies. - -3. **Tax Optimization Agent** - Focuses on strategies to maximize tax efficiency within a Roth IRA and explains how to achieve tax-free withdrawals. - -4. **Sector Analysis Agent** - Specializes in analyzing various stock market sectors and suggests which sectors might be advantageous for investments based on economic cycles. - -5. **Bond Market Agent** - Provides insights on investing in bonds, understanding bond ratings, and the impact of interest rates on bond prices, all within the context of a Roth IRA. - -6. **Diversification Expert Agent** - Advises on diversification strategies for building a well-rounded portfolio of stocks and bonds in a Roth IRA. - -7. **Regulatory Updates Agent** - Keeps clients informed on current SEC regulations and changes affecting stock investments, particularly those impacting Roth IRAs. - -8. **Performance Measurement Agent** - Guides on how to measure the performance of stocks and bonds and evaluates investment outcomes within the context of a Roth IRA. - -9. **Withdrawal Strategies Agent** - Explains the best practices for withdrawing funds from a Roth IRA, highlighting tax implications and penalties for early withdrawal. - -10. **Alternative Investment Agent** - Offers insights into alternative investments allowed within a Roth IRA, such as real estate or cryptocurrency, and their risks and benefits. - -### Rules for Investing in Stocks with a Roth IRA - -1. **Contribution Limits**: For 2023, the contribution limit for Roth IRAs is $6,500, or $7,500 if you are age 50 or older. These contributions are made with after-tax dollars. - -2. **Qualified Distributions**: To make tax-free withdrawals, you must hold the Roth IRA for at least five years and be at least 59½ years old, or meet other specific conditions (like disability or first-time home purchase). - -3. **Investment Options**: A Roth IRA allows you to invest in a variety of stocks, bonds, ETFs, and mutual funds. However, some alternative investments may have restrictions. - -4. **Tax Breaks**: Although contributions to a Roth IRA are not tax-deductible, the investments grow tax-free, and qualified withdrawals are also tax-free. - -5. **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require RMDs during the account holder’s lifetime, allowing for longer tax-free growth. - -### Getting a Tax Break with Roth IRA Investments - -1. **Maximize Contributions**: Ensure that you contribute the maximum allowable amount each year to take full advantage of tax-free growth. - -2. **Choose Investments Wisely**: Opt for growth-oriented investments in your Roth IRA since the gains will not be taxed. - -3. **Hold Investments Long-Term**: By holding investments for over a year (and ideally until qualifying for tax-free withdrawal), you can maximize appreciation without taxes eating into returns. - -4. **Seek Professional Advice**: Consider consulting a financial advisor or tax professional to develop a personalized investment strategy, especially focused on tax implications. - -By adhering to these rules and leveraging the expertise of the specialized agents, you can strategically invest in stocks and bonds within your Roth IRA while optimizing for tax benefits.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Portfolio Diversification Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","To create a well-diversified investment portfolio that balances risk and return, it's essential to consider a mix of asset classes, including stocks, bonds, and other investments. Here’s a suggested allocation for a balanced portfolio, along with some guidelines on investing in stocks with a Roth IRA and obtaining tax benefits. - -### Suggested Portfolio Allocation - -1. **Stocks (Equities) - 60%** - - **Domestic Large-Cap Stocks (30%)**: Invest in established companies with a strong market presence. - - **Domestic Small-Cap Stocks (15%)**: These can offer higher growth potential but come with increased volatility. - - **International Stocks (15%)**: Diversifying into foreign markets can reduce risk and enhance returns. - -2. **Bonds (Fixed Income) - 30%** - - **Government Bonds (15%)**: U.S. Treasury bonds are considered low-risk investments. - - **Corporate Bonds (10%)**: These can provide higher yields than government bonds but come with more risk. - - **Municipal Bonds (5%)**: These can offer tax-free income, which is beneficial for high-income earners. - -3. **Alternative Investments - 10%** - - **Real Estate Investment Trusts (REITs) (5%)**: These can provide exposure to real estate without the need to own physical property. - - **Commodities (5%)**: Investing in commodities like gold or oil can hedge against inflation. - -### Investing in Stocks with a Roth IRA - -1. **Contributions**: You can contribute to a Roth IRA if you meet income eligibility requirements. Contributions are made with after-tax dollars, meaning you won’t pay taxes on withdrawals in retirement. - -2. **Investment Choices**: Within a Roth IRA, you can invest in a variety of assets, including individual stocks, mutual funds, ETFs, and bonds. The key is to choose investments that align with your risk tolerance and investment goals. - -3. **Tax Benefits**: - - **Tax-Free Growth**: Any gains from your investments within the Roth IRA grow tax-free. - - **Tax-Free Withdrawals**: Qualified withdrawals (after age 59½ and the account has been open for at least five years) are tax-free, which can be a significant advantage in retirement. - -4. **Rebalancing**: Regularly review and rebalance your portfolio to maintain your desired asset allocation. This helps manage risk and can enhance returns over time. - -### Additional Tips for Diversification - -- **Consider Index Funds or ETFs**: These can provide instant diversification within the stock and bond markets, reducing individual stock risk. -- **Stay Informed**: Keep up with market trends and economic indicators that may affect your investments. -- **Risk Tolerance Assessment**: Regularly assess your risk tolerance and adjust your portfolio accordingly, especially as you approach retirement. - -### Conclusion - -A well-diversified portfolio can help balance risk and return, making it easier to achieve your financial goals. By utilizing a Roth IRA for your stock investments, you can take advantage of tax-free growth and withdrawals, enhancing your overall investment strategy. Always consider consulting with a financial advisor to tailor your portfolio to your specific needs and circumstances.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Retirement Planning Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Creating a solid retirement savings plan using a Roth IRA can be a powerful strategy to achieve your retirement goals. Below is an outline that highlights the benefits of a Roth IRA, rules for investing in stocks, and strategies for maximizing your retirement savings. - -### Roth IRA Benefits -1. **Tax-Free Growth**: Earnings in a Roth IRA grow tax-free, so you won’t pay taxes on qualified withdrawals in retirement. -2. **Tax-Free Withdrawals**: Contributions can be withdrawn at any time without taxes or penalties, and qualified distributions of earnings are tax-free if you meet certain conditions. -3. **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require you to take minimum distributions at age 72, allowing your investments to continue to grow. -4. **Flexibility**: You can withdraw contributions at any time without penalty, making it a flexible savings option. - -### Retirement Savings Plan Using a Roth IRA -1. **Determine Your Retirement Goals**: - - Define your desired retirement age. - - Estimate your retirement expenses and how much income you will need. - -2. **Maximize Contributions**: - - For 2023, the contribution limit is $6,500 ($7,500 if age 50 or older). Aim to contribute the maximum each year to take full advantage of tax-free growth. - -3. **Choose Investments Wisely**: - - **Stocks**: Consider investing in individual stocks or ETFs that have good growth potential. Look for companies with strong fundamentals and growth forecasts. - - **Bonds**: Include some bonds or bond funds to mitigate risk and diversify your portfolio. Choose between corporate, municipal, and government bonds based on your risk tolerance. - - **Index Funds**: A diversified index fund can provide exposure to a broad market segment, which can be ideal for long-term growth. - -4. **Rebalance Your Portfolio**: - - Regularly review and rebalance your investment portfolio to ensure your asset allocation aligns with your risk tolerance and retirement goals. - -5. **Utilize Dollar-Cost Averaging**: - - Invest regularly (e.g., monthly contributions) into your Roth IRA, regardless of the market conditions. This strategy helps reduce the impact of market volatility. - -6. **Monitor and Adjust**: - - Keep track of your investment performance and adjust your strategy as you get closer to retirement. Consider shifting to more conservative investments as you age. - -### Rules for Investing in Stocks with a Roth IRA -- **Eligible Investments**: You can invest in a wide range of securities, including stocks, bonds, mutual funds, ETFs, and real estate investment trusts (REITs). -- **Prohibited Transactions**: Avoid ""self-dealing"" or investing in collectibles (like art or antiques) with your Roth IRA. -- **Contribution Limits**: Stay within the IRS contribution limits. - -### Tax Benefits -- **No Upfront Tax Break**: Contributions to a Roth IRA are made with after-tax dollars, meaning there is no tax deduction at the time of contribution. -- **Tax-Free Withdrawals**: If you're 59½ years old and have held the Roth IRA for at least five years, you can withdraw your earnings tax-free. - -### Conclusion -Utilizing a Roth IRA for your retirement savings allows for tax-free growth and flexible withdrawal options. By following a structured retirement savings plan, maximizing your contributions, and making informed investment choices, you can work towards achieving your retirement goals effectively. Always consider consulting with a financial advisor to tailor your strategy based on your individual situation and goals.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Market Analysis Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Current Market Conditions Analysis - -As of October 2023, the financial markets are experiencing a mix of volatility and cautious optimism. Key factors influencing the market include: - -1. **Interest Rates**: The Federal Reserve has maintained a relatively high interest rate environment to combat inflation. This has led to increased borrowing costs for consumers and businesses, which could dampen economic growth. Higher rates typically put downward pressure on stock prices, particularly in growth sectors. - -2. **Inflation Rates**: Inflation has shown signs of moderating, but it remains above the Fed's target. Lower inflation could lead to a more favorable environment for equities, as it may allow the Fed to ease monetary policy in the future. - -3. **Corporate Earnings**: Recent earnings reports have been mixed. Some sectors, such as technology and healthcare, have reported strong earnings, while others, like consumer discretionary, have struggled. Overall, earnings growth is expected to slow, which may lead to a reevaluation of stock valuations. - -4. **Geopolitical Risks**: Ongoing geopolitical tensions, particularly in Eastern Europe and the Middle East, have created uncertainty in the markets. This could lead to increased volatility and risk aversion among investors. - -5. **Economic Indicators**: Key indicators such as GDP growth, unemployment rates, and consumer sentiment will continue to impact stock prices. A stronger-than-expected job market could support consumer spending, while a slowdown in GDP growth may lead to a bearish outlook. - -### Future Projections - -1. **Short-term Outlook**: In the next 3-6 months, the market may experience continued volatility as investors react to economic data and Fed policy decisions. Sectors that are more sensitive to interest rates, like real estate and utilities, may face challenges, while defensive sectors may perform better. - -2. **Long-term Outlook**: Over the next 1-2 years, if inflation continues to decline and the Fed shifts towards a more accommodative stance, we could see a rebound in growth stocks. However, if inflation remains stubbornly high, the market may face prolonged periods of uncertainty. - -3. **Sector Rotation**: Investors may begin to rotate into sectors that historically perform well in a rising interest rate environment, such as financials and energy, while pulling back from tech and consumer discretionary stocks. - -### Impact of Economic Indicators on Stock Prices - -Economic indicators play a crucial role in shaping investor sentiment and stock prices. For example: - -- **GDP Growth**: Strong GDP growth typically signals a healthy economy, which can boost corporate earnings and lead to higher stock prices. Conversely, weak GDP growth may result in lower earnings expectations and declining stock prices. - -- **Unemployment Rate**: A low unemployment rate generally indicates a strong labor market, which supports consumer spending and, in turn, corporate profits. A rising unemployment rate can lead to recession fears, negatively impacting stock prices. - -- **Consumer Confidence Index**: High consumer confidence can lead to increased spending, benefiting companies and their stock prices. Low confidence can signal potential declines in consumer spending, negatively affecting stock valuations. - -### Investing in Stocks with a Roth IRA - -1. **Tax Advantages**: Contributions to a Roth IRA are made with after-tax dollars, meaning qualified withdrawals during retirement are tax-free. This makes it an attractive vehicle for long-term investment growth. - -2. **Investment Choices**: Within a Roth IRA, investors can hold a variety of assets, including stocks, bonds, mutual funds, and ETFs. This flexibility allows for diversification and tailored investment strategies. - -3. **Contribution Limits**: For 2023, the contribution limit for individuals under 50 is $6,500, and for those 50 and older, it’s $7,500. Income limits apply, so ensure eligibility before contributing. - -4. **Long-term Growth**: Investing in stocks within a Roth IRA is beneficial for long-term growth, as any capital gains or dividends earned are not taxed if withdrawn after age 59½, provided the account has been open for at least five years. - -5. **Withdrawal Rules**: While contributions can be withdrawn tax-free at any time, earnings cannot be withdrawn without penalties until the account holder reaches retirement age. - -### Specialized Agents for Financial Advice - -1. **Stock Market Strategist**: Focuses on stock selection and market timing strategies. -2. **Bond Market Analyst**: Specializes in fixed-income securities and interest rate trends. -3. **Tax Advisor**: Provides insights on tax-efficient investing and strategies for maximizing Roth IRA benefits. -4. **Retirement Planner**: Guides on retirement savings strategies and asset allocation for retirement accounts. -5. **Economic Analyst**: Analyzes macroeconomic indicators and their impact on investment decisions. -6. **Sector Specialist**: Focuses on specific sectors (e.g., technology, healthcare) and their market dynamics. -7. **Risk Management Consultant**: Advises on portfolio risk assessment and mitigation strategies. -8. **Behavioral Finance Expert**: Studies investor psychology and its impact on market behavior. -9. **International Markets Advisor**: Provides insights on global investment opportunities and risks. -10. **Alternative Investments Specialist**: Focuses on non-traditional assets like real estate, commodities, and cryptocurrencies. - -### Conclusion - -In summary, the current market conditions reflect a complex interplay of economic indicators, interest rates, and geopolitical factors. Investors should remain vigilant and adaptable, considering the long-term benefits of tax-advantaged accounts like Roth IRAs for stock investments. Engaging with specialized financial advisors can provide tailored strategies to navigate the evolving market landscape.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Investment Strategy Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Creating a personalized investment strategy involves understanding your individual goals, risk tolerance, and time horizon. Here’s a suggested approach for long-term growth in a volatile market, along with insights on investing in stocks with a Roth IRA and tax benefits. - -### Personalized Investment Strategy for Long-Term Growth - -1. **Define Your Goals**: - - **Time Horizon**: Are you investing for retirement in 20-30 years, or for a shorter-term goal (like a home purchase in 5-10 years)? - - **Target**: What specific financial goals do you have (e.g., retirement, education, wealth accumulation)? - -2. **Assess Your Risk Tolerance**: - - **Risk Profile**: Determine whether you are conservative, moderate, or aggressive in your investment approach. This can be influenced by factors such as age, financial situation, and experience with investing. - - **Volatility Comfort**: How much market fluctuation can you tolerate without panicking? - -3. **Diversification**: - - **Asset Allocation**: Allocate your investments across various asset classes (stocks, bonds, real estate, etc.) to reduce risk. A common strategy is to tilt towards equities for long-term growth while including bonds for stability. - - **Sector and Geographic Diversification**: Invest in different sectors (technology, healthcare, consumer goods) and regions (domestic, international) to spread risk. - -4. **Investment Vehicles**: - - **Roth IRA**: Maximize contributions to a Roth IRA, which allows for tax-free growth and tax-free withdrawals in retirement. As of 2023, the contribution limit is $6,500 per year ($7,500 if you’re age 50 or older). - - **Index Funds/ETFs**: Consider low-cost index funds or ETFs that track the market. They offer diversification and lower fees compared to actively managed funds. - -5. **Regular Contributions**: - - **Dollar-Cost Averaging**: Invest a fixed amount regularly (monthly or quarterly) regardless of market conditions. This reduces the impact of volatility over time. - -6. **Rebalance Your Portfolio**: - - Periodically review and adjust your portfolio to maintain your desired asset allocation, especially after significant market movements. - -7. **Stay Informed but Patient**: - - Keep abreast of market trends and economic indicators, but avoid making impulsive decisions based on short-term market fluctuations. - -### Investing in Stocks with a Roth IRA - -1. **Eligible Investments**: - - Within a Roth IRA, you can invest in a variety of assets, including stocks, bonds, mutual funds, and ETFs. Ensure that these investments align with your long-term growth strategy. - -2. **Tax Benefits**: - - **Tax-Free Growth**: Earnings on investments within your Roth IRA grow tax-free. - - **Tax-Free Withdrawals**: Withdrawals in retirement (after age 59½ and once the account has been open for at least five years) are tax-free. - -3. **Contribution Rules**: - - Ensure your income is within the limits set by the IRS to contribute to a Roth IRA. As of 2023, the contribution limits are subject to income phase-out ranges. - -4. **Withdrawal Rules**: - - Contributions can be withdrawn at any time without penalty. However, earnings must remain in the account until you meet the age and duration requirements for tax-free withdrawals. - -5. **Avoid Prohibited Transactions**: - - Be cautious of transactions that the IRS deems prohibited, such as self-dealing or using the account for personal benefit. - -### Additional Agents for Specialized Financial Advice - -1. **Stock Market Strategist**: Focuses on equity investment strategies and market analysis. -2. **Bond Specialist**: Provides insights on fixed-income investments and interest rate trends. -3. **Retirement Planner**: Offers advice on retirement accounts, withdrawal strategies, and tax implications. -4. **Tax Advisor**: Expert in tax-efficient investing and strategies to maximize tax benefits. -5. **Risk Management Consultant**: Specializes in assessing and managing investment risks. -6. **Asset Allocation Expert**: Guides on optimal asset distribution based on individual risk profiles. -7. **Behavioral Finance Specialist**: Advises on psychological factors affecting investment decisions. -8. **International Markets Analyst**: Provides insights on global investment opportunities and risks. -9. **Real Estate Investment Consultant**: Focuses on integrating real estate into investment portfolios. -10. **Financial Technology Advisor**: Offers guidance on using fintech tools for investment management. - -By considering these elements and utilizing specialized advice, you can create a robust investment strategy tailored to your long-term growth objectives and risk tolerance.",2024-08-24T18:14:59.686880 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb.csv" deleted file mode 100644 index f8345b77f..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm0e4a241771b74bd795f1317eec79c0fb.csv" +++ /dev/null @@ -1,577 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -8938e95a-c252-494d-a753-1afa47b439a4,ROTH IRA Specialist Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Investing in stocks through a Roth IRA can be a highly effective way to build wealth while benefitting from unique tax advantages. Here’s a detailed breakdown of how to do it, including contribution limits, tax implications, withdrawal rules, and some key benefits of Roth IRAs. - -### 1. Contribution Limits -For the tax year **2023**, the contribution limit for a Roth IRA is: -- **$6,500** for individuals under age 50. -- **$7,500** for individuals aged 50 and older (this includes a **$1,000 catch-up contribution**). - -It’s important to note that your ability to contribute to a Roth IRA may be reduced or eliminated based on your modified adjusted gross income (MAGI): -- For single filers, contributions begin to phase out at a MAGI of $138,000 and are completely phased out at $153,000. -- For married couples filing jointly, the phase-out begins at $218,000 and ends at $228,000. - -### 2. Tax Implications -The main advantage of a Roth IRA is its **tax structure**: -- **Tax-Free Growth:** All earnings in a Roth IRA grow tax-free. This includes interest, dividends, and capital gains. Thus, stock investments can appreciate significantly without being taxed each year. -- **Tax-Free Withdrawals:** Qualified withdrawals from a Roth IRA are tax-free. This includes both contributions (which can be withdrawn anytime) and earnings (which must meet specific requirements). - -### 3. Withdrawal Rules -- You can withdraw your original contributions to a Roth IRA at any time, tax- and penalty-free. -- Earnings can be withdrawn tax- and penalty-free if you meet two conditions: - 1. You are at least age 59½. - 2. You have had the Roth IRA for at least five years (this is known as the **five-year rule**). - -If you withdraw earnings before fulfilling these conditions, you may have to pay income tax and a 10% penalty on the earnings. - -### 4. Advantages of Roth IRAs for Stock Investment -- **Flexibility of Investment Choices:** You can invest in a variety of stocks, ETFs, mutual funds, and other financial instruments within your Roth IRA, allowing for diversification based on your risk tolerance and investment strategy. -- **No Required Minimum Distributions (RMDs):** Unlike traditional IRAs, there are no RMDs for Roth IRAs during the owner’s lifetime. This allows your investments to continue to grow tax-free for as long as you wish. -- **Estate Planning Benefits:** The account can be passed on to beneficiaries tax-free, making it a powerful tool for estate planning. - -### 5. Strategies for Investing in Stocks within a Roth IRA -- **Growth Stocks:** Consider investing in growth stocks that have the potential for significant appreciation. The tax-free growth can amplify your returns over time. -- **Dividend Stocks:** High-dividend stocks can provide a stream of income that can be reinvested without being taxed. -- **ETFs and Index Funds:** These can provide diversification and potentially lower costs compared to individual stock picking. - -### 6. Setting Up Your Roth IRA -To start investing in stocks with your Roth IRA: -1. Choose a financial institution that offers a Roth IRA, such as banks, brokerage firms, or robo-advisors. -2. Open a Roth IRA account and fund it, ensuring you stay within contribution limits. -3. Research and select stocks or funds to invest in within your account. - -### Conclusion -Investing in stocks using a Roth IRA can provide significant tax advantages and growth potential. Make sure to understand the limitations and rules regarding contributions and withdrawals to maximize your benefits. Always consider your individual financial situation, investment objectives, and risk tolerance when making investment decisions. Consulting with a financial advisor can also be beneficial in creating a tailored investment strategy.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Stock Market Trends Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Current Stock Market Conditions (as of October 2023) - -1. **Market Overview**: The stock market has shown mixed performance, with certain sectors outperforming others. Volatility remains a concern, influenced by macroeconomic factors such as inflation rates, interest rate changes, and geopolitical tensions. - -2. **Outperforming Sectors**: - - **Technology**: With advancements in AI and cloud computing, tech stocks, particularly in software and cybersecurity, have been strong performers. - - **Healthcare**: Companies focused on biotechnology and pharmaceuticals have gained traction due to ongoing innovations and the aging population. - - **Renewable Energy**: As the world shifts towards sustainability, companies in solar, wind, and electric vehicles are witnessing growth. - - **Consumer Staples**: This sector remains resilient, providing stability amidst economic uncertainty as consumers prioritize essential goods. - -3. **Underperforming Sectors**: - - **Real Estate**: Rising interest rates have negatively impacted real estate stocks, making borrowing more expensive. - - **Financials**: While some banks have benefited from higher interest rates, overall performance has been mixed due to concerns about loan defaults. - -### Investment Opportunities - -1. **Technology Stocks**: Consider investing in leading tech firms or ETFs that focus on AI and cloud services. -2. **Biotech Firms**: Look for companies with promising drug pipelines or innovative treatments. -3. **Renewable Energy ETFs**: These can provide diversified exposure to the growing clean energy sector. -4. **Defensive Stocks**: In uncertain times, consumer staples provide stability and dividends. - -### Financial Advice Agents - -1. **Stock Market Analyst**: Specializes in analyzing stock performance and trends. -2. **Bond Market Specialist**: Provides insights on bond investments and interest rate impacts. -3. **Tax Advisor**: Focuses on tax-efficient investing strategies, including ROTH IRA benefits. -4. **Retirement Planning Expert**: Guides on retirement accounts and long-term investment strategies. -5. **Sector Specialist**: Analyzes specific sectors (e.g., tech, healthcare) for investment opportunities. -6. **Technical Analyst**: Uses charts and technical indicators to predict stock price movements. -7. **Fundamental Analyst**: Evaluates company financials to assess stock value. -8. **Risk Management Advisor**: Offers strategies to mitigate investment risks. -9. **Dividend Investment Specialist**: Focuses on stocks that provide consistent dividends. -10. **ESG Investment Advisor**: Specializes in environmentally and socially responsible investments. - -### Investing in Stocks with a ROTH IRA - -1. **Contribution Limits**: Ensure you adhere to the annual contribution limits for ROTH IRAs. For 2023, the limit is $6,500 ($7,500 if you're 50 or older). - -2. **Eligible Investments**: You can invest in a wide range of assets, including stocks, bonds, mutual funds, and ETFs within your ROTH IRA. - -3. **Tax Benefits**: - - **Tax-Free Growth**: Investments grow tax-free within the ROTH IRA. - - **Tax-Free Withdrawals**: Qualified withdrawals in retirement are tax-free, which can be a significant advantage. - -4. **Investment Strategy**: - - Focus on growth-oriented investments, as the tax-free growth can compound significantly over time. - - Diversify your portfolio to manage risk effectively. - -5. **Avoiding Penalties**: Be aware of the rules regarding withdrawals. Contributions can be withdrawn tax-free at any time, but earnings may incur taxes and penalties if withdrawn before age 59½ unless certain conditions are met. - -### Getting a Tax Break - -1. **Contributions**: While contributions to a ROTH IRA are not tax-deductible, they grow tax-free, and qualified withdrawals are tax-free in retirement. - -2. **Tax Credits**: Depending on your income, you may qualify for the Saver’s Credit, which can reduce your tax bill based on your contributions to retirement accounts. - -3. **Tax-Loss Harvesting**: If you have taxable accounts, consider selling losing investments to offset gains and reduce your taxable income. - -### Conclusion - -The current market offers a mix of opportunities and challenges. Focusing on sectors like technology and renewable energy while utilizing a ROTH IRA for tax-efficient growth can be a strategic approach to investing. Always consider individual financial situations and consult with specialized advisors for tailored advice.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Bond Investment Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Types of Bonds - -1. **Government Bonds**: Issued by national governments, these bonds are considered low-risk. Examples include U.S. Treasury bonds, notes, and bills. They typically offer lower yields compared to other bonds but are backed by the government's credit. - - - **Risks**: Minimal credit risk; however, they are subject to interest rate risk. - - **Potential Returns**: Generally lower yields, but stable income. - -2. **Municipal Bonds**: Issued by state and local governments, these bonds often come with tax advantages, as the interest earned is usually exempt from federal income tax and sometimes state taxes. - - - **Risks**: Credit risk (risk of default), interest rate risk, and liquidity risk. - - **Potential Returns**: Typically lower yields than corporate bonds but can be more attractive due to tax exemptions. - -3. **Corporate Bonds**: Issued by companies, these bonds generally offer higher yields than government or municipal bonds due to higher risk. - - - **Risks**: Credit risk (risk of default), interest rate risk, and liquidity risk. - - **Potential Returns**: Higher yields, reflecting the increased risk. - -4. **High-Yield Bonds (Junk Bonds)**: These are corporate bonds rated below investment grade. They offer higher returns to compensate for the increased risk of default. - - - **Risks**: High credit risk, interest rate risk, and liquidity risk. - - **Potential Returns**: Higher yields, but with significant risk. - -5. **Convertible Bonds**: These bonds can be converted into a predetermined number of the company's shares. They offer the potential for capital appreciation if the company's stock performs well. - - - **Risks**: Credit risk, interest rate risk, and the risk of dilution if converted. - - **Potential Returns**: Potential for higher returns if the company performs well. - -### Comparison: Municipal Bonds vs. Corporate Bonds - -- **Tax Benefits**: Municipal bonds often provide tax-free interest income, making them attractive for investors in higher tax brackets. Corporate bonds do not offer tax advantages. - -- **Risk Profile**: Municipal bonds generally have lower credit risk compared to corporate bonds, especially those issued by stable municipalities. Corporate bonds carry a higher risk of default, particularly those from lower-rated companies. - -- **Yield**: Corporate bonds typically offer higher yields than municipal bonds to compensate for the additional risk. However, the effective yield on municipal bonds can be more attractive when considering tax implications. - -- **Liquidity**: Corporate bonds tend to be more liquid than municipal bonds, which can be more challenging to sell in secondary markets. - -### Investing in Stocks with a Roth IRA - -1. **Tax Advantages**: Contributions to a Roth IRA are made with after-tax dollars, meaning qualified withdrawals during retirement are tax-free. This is beneficial for long-term stock investments, as capital gains and dividends will not be taxed upon withdrawal. - -2. **Investment Options**: Within a Roth IRA, you can invest in a wide range of assets, including stocks, mutual funds, ETFs, and bonds. - -3. **Contribution Limits**: For 2023, the contribution limit is $6,500 for individuals under 50 and $7,500 for those 50 and older. Ensure you adhere to these limits to avoid penalties. - -4. **Eligibility**: Your ability to contribute to a Roth IRA may be limited based on your income. For 2023, single filers with modified adjusted gross income (MAGI) above $138,000 and joint filers above $218,000 may face reduced contribution limits. - -5. **Withdrawals**: You can withdraw your contributions (not earnings) at any time without penalty. However, to withdraw earnings tax-free, you must be at least 59½ and have held the account for at least five years. - -### Getting a Tax Break - -- **Tax-Free Growth**: The primary tax advantage of a Roth IRA is the tax-free growth of investments. This means you won’t pay taxes on any capital gains, dividends, or interest earned within the account. - -- **Tax Diversification**: Having a Roth IRA alongside traditional retirement accounts allows for tax diversification in retirement, giving you flexibility in managing your tax liabilities. - -- **Qualified Distributions**: Ensure you meet the requirements for qualified distributions to avoid penalties and taxes on earnings. - -### Conclusion - -When considering bond investments, weigh the risks and potential returns based on your financial goals and risk tolerance. Municipal bonds can be a great option for tax-conscious investors, while corporate bonds may appeal to those seeking higher yields. For stock investments within a Roth IRA, take advantage of tax-free growth and the flexibility it offers in retirement planning. Always consider consulting with a financial advisor for personalized advice tailored to your specific situation.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Tax Planning Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Investing in a Roth IRA can provide significant tax advantages, particularly for those looking to maximize their retirement savings while minimizing their tax burden. Here’s an overview of the benefits and some strategies for maximizing your tax breaks. - -### Advantages of a Roth IRA - -1. **Tax-Free Growth**: Contributions to a Roth IRA are made with after-tax dollars, meaning you pay taxes on your income before you invest. However, the money grows tax-free, and qualified withdrawals (including earnings) are also tax-free in retirement. - -2. **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require you to take distributions at a certain age, allowing your investments to continue growing tax-free for a longer period. - -3. **Flexibility in Withdrawals**: You can withdraw your contributions (not earnings) at any time without penalty. This feature provides liquidity if you need access to your funds before retirement. - -4. **Potential for Lower Tax Bracket in Retirement**: If you expect to be in a higher tax bracket in retirement than you are now, a Roth IRA can be particularly advantageous since you lock in your tax rate at the time of contribution. - -### Strategies for Maximizing Tax Breaks with a Roth IRA - -1. **Maximize Contributions**: Contribute the maximum allowed amount each year. For 2023, the contribution limit is $6,500 ($7,500 if you’re age 50 or older). Ensure you stay within income limits for eligibility. - -2. **Invest in Growth Assets**: Consider investing in stocks or mutual funds that have higher growth potential within your Roth IRA. Since the earnings are tax-free, this can significantly enhance your wealth over time. - -3. **Tax-Loss Harvesting**: If you have investments in a taxable account that have lost value, consider selling them to realize a loss, which can offset capital gains and reduce your taxable income. This strategy can be particularly effective if you have gains from other investments, allowing you to effectively manage your tax liability while still maintaining a Roth IRA for growth. - -4. **Utilize the Backdoor Roth IRA**: If your income exceeds the limits for direct contributions, consider making a non-deductible contribution to a traditional IRA and then converting it to a Roth IRA. This ""backdoor"" strategy allows high earners to take advantage of Roth IRAs. - -5. **Invest in Tax-Efficient Funds**: Choose index funds or ETFs that typically have lower turnover rates, which can help minimize capital gains distributions, thereby preserving the tax-free growth benefit of your Roth IRA. - -6. **Consider a Roth Conversion**: If you expect your income to decrease in the future (e.g., retirement), consider converting a traditional IRA to a Roth IRA. You’ll pay taxes on the converted amount now, but future growth and withdrawals will be tax-free. - -7. **Plan for your heirs**: Roth IRAs can be passed on to heirs without the burden of taxes on withdrawals. Planning your estate with a Roth IRA can provide significant tax advantages for your beneficiaries. - -8. **Diversify Investment Types**: Within your Roth IRA, consider a mix of stocks, bonds, and other investments to balance risk and return. This diversification can help maintain growth while managing the volatility typically associated with equities. - -### Conclusion - -Investing in a Roth IRA not only provides tax-free growth and flexibility but also offers various strategies to maximize your tax benefits. By understanding and utilizing these strategies, you can optimize your retirement savings and potentially reduce your overall tax burden. Always consider consulting with a tax professional or financial advisor to tailor these strategies to your individual financial situation.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Risk Assessment Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Risk Analysis for Investing in Stocks and Bonds - -#### Risks of Investing in Stocks: -1. **Market Risk**: The risk of losing money due to overall market declines. -2. **Volatility Risk**: Stocks can experience significant price fluctuations, which can lead to potential losses. -3. **Company-Specific Risk**: Factors related to the individual company, such as management decisions, product failures, or financial instability, can affect stock prices. -4. **Liquidity Risk**: Some stocks may not be easily sold without a substantial price reduction, especially in a down market. - -#### Risks of Investing in Bonds: -1. **Interest Rate Risk**: Bond prices inversely correlate with interest rates; when rates rise, bond prices fall. -2. **Credit Risk**: The risk that the bond issuer will default on interest payments or principal repayment. -3. **Inflation Risk**: Inflation can erode the purchasing power of bond interest payments and the principal. -4. **Reinvestment Risk**: The risk that cash flows from a bond will have to be reinvested at lower rates. - -### Mitigation Strategies - -1. **Diversification**: - - **Definition**: Spreading investments across various asset classes (stocks, bonds, real estate, etc.) and sectors to reduce exposure to any single asset or risk. - - **Benefit**: If one investment performs poorly, others may perform well, balancing out potential losses. - -2. **Asset Allocation**: - - **Definition**: The process of dividing investment portfolios among different asset categories (e.g., stocks, bonds, cash). - - **Benefit**: Tailoring your investment mix according to your risk tolerance, investment goals, and time horizon can help manage risk. - -3. **Investing in Index Funds or ETFs**: - - **Benefit**: These funds provide instant diversification across a broad market index, reducing the impact of individual stock volatility. - -4. **Regular Portfolio Rebalancing**: - - **Definition**: Periodically adjusting your portfolio back to your desired asset allocation. - - **Benefit**: This practice helps maintain your risk level and can improve returns by selling high and buying low. - -5. **Research and Due Diligence**: - - **Benefit**: Understanding the fundamentals of investments can help avoid poor decisions based on market noise or speculation. - -6. **Setting Stop-Loss Orders**: - - **Benefit**: A stop-loss order can limit potential losses by automatically selling a stock at a predetermined price. - -7. **Investing in High-Quality Bonds**: - - **Benefit**: Focusing on bonds with high credit ratings can reduce credit risk. - -8. **Using Dollar-Cost Averaging**: - - **Definition**: Investing a fixed amount of money at regular intervals, regardless of market conditions. - - **Benefit**: This strategy can reduce the impact of volatility by averaging the purchase price of investments. - -9. **Hedging**: - - **Definition**: Utilizing options or other derivatives to offset potential losses in your investment. - - **Benefit**: Hedging can provide insurance against adverse price movements. - -10. **Monitoring Economic Indicators**: - - **Benefit**: Keeping an eye on economic trends, interest rates, and other indicators can help make informed investment decisions. - -### Investing in Stocks with a Roth IRA and Getting a Tax Break - -1. **Understanding Roth IRA**: - - Contributions to a Roth IRA are made with after-tax dollars, meaning you won’t pay taxes on withdrawals in retirement, provided certain conditions are met. - -2. **Investment Rules**: - - You can buy and sell stocks within your Roth IRA without incurring capital gains taxes. - - You can invest in a wide range of assets, including individual stocks, mutual funds, ETFs, and bonds. - -3. **Contribution Limits**: - - Ensure you adhere to annual contribution limits for Roth IRAs, which can change annually. - -4. **Tax Breaks**: - - Contributions are not tax-deductible, but qualified withdrawals are tax-free. This is a significant advantage for long-term growth. - - If your income exceeds certain limits, your ability to contribute to a Roth IRA may be restricted. - -5. **Withdrawals**: - - Withdrawals of contributions can be made at any time without penalty, while earnings can be withdrawn tax-free if the account has been open for at least five years and you are at least 59½ years old. - -### Conclusion -Investing in stocks and bonds carries inherent risks, but implementing strategies such as diversification, asset allocation, and due diligence can help mitigate these risks effectively. Utilizing a Roth IRA for investments can provide substantial tax advantages, making it an appealing option for long-term investors.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Financial Regulations Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Creating a swarm of specialized agents to provide financial advice is a great initiative. Below are 10 hyper-specialized agents, each focusing on different areas of financial advice related to investing in stocks and bonds, particularly through a Roth IRA: - -### Specialized Agents - -1. **Roth IRA Compliance Agent** - Provides information on the IRS rules governing Roth IRAs, including contribution limits, eligibility requirements, and withdrawal rules. - -2. **Investment Strategy Agent** - Offers insights into different investment strategies suitable for stocks and bonds within a Roth IRA, including growth investing and income-generating strategies. - -3. **Tax Optimization Agent** - Focuses on strategies to maximize tax efficiency within a Roth IRA and explains how to achieve tax-free withdrawals. - -4. **Sector Analysis Agent** - Specializes in analyzing various stock market sectors and suggests which sectors might be advantageous for investments based on economic cycles. - -5. **Bond Market Agent** - Provides insights on investing in bonds, understanding bond ratings, and the impact of interest rates on bond prices, all within the context of a Roth IRA. - -6. **Diversification Expert Agent** - Advises on diversification strategies for building a well-rounded portfolio of stocks and bonds in a Roth IRA. - -7. **Regulatory Updates Agent** - Keeps clients informed on current SEC regulations and changes affecting stock investments, particularly those impacting Roth IRAs. - -8. **Performance Measurement Agent** - Guides on how to measure the performance of stocks and bonds and evaluates investment outcomes within the context of a Roth IRA. - -9. **Withdrawal Strategies Agent** - Explains the best practices for withdrawing funds from a Roth IRA, highlighting tax implications and penalties for early withdrawal. - -10. **Alternative Investment Agent** - Offers insights into alternative investments allowed within a Roth IRA, such as real estate or cryptocurrency, and their risks and benefits. - -### Rules for Investing in Stocks with a Roth IRA - -1. **Contribution Limits**: For 2023, the contribution limit for Roth IRAs is $6,500, or $7,500 if you are age 50 or older. These contributions are made with after-tax dollars. - -2. **Qualified Distributions**: To make tax-free withdrawals, you must hold the Roth IRA for at least five years and be at least 59½ years old, or meet other specific conditions (like disability or first-time home purchase). - -3. **Investment Options**: A Roth IRA allows you to invest in a variety of stocks, bonds, ETFs, and mutual funds. However, some alternative investments may have restrictions. - -4. **Tax Breaks**: Although contributions to a Roth IRA are not tax-deductible, the investments grow tax-free, and qualified withdrawals are also tax-free. - -5. **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require RMDs during the account holder’s lifetime, allowing for longer tax-free growth. - -### Getting a Tax Break with Roth IRA Investments - -1. **Maximize Contributions**: Ensure that you contribute the maximum allowable amount each year to take full advantage of tax-free growth. - -2. **Choose Investments Wisely**: Opt for growth-oriented investments in your Roth IRA since the gains will not be taxed. - -3. **Hold Investments Long-Term**: By holding investments for over a year (and ideally until qualifying for tax-free withdrawal), you can maximize appreciation without taxes eating into returns. - -4. **Seek Professional Advice**: Consider consulting a financial advisor or tax professional to develop a personalized investment strategy, especially focused on tax implications. - -By adhering to these rules and leveraging the expertise of the specialized agents, you can strategically invest in stocks and bonds within your Roth IRA while optimizing for tax benefits.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Portfolio Diversification Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","To create a well-diversified investment portfolio that balances risk and return, it's essential to consider a mix of asset classes, including stocks, bonds, and other investments. Here’s a suggested allocation for a balanced portfolio, along with some guidelines on investing in stocks with a Roth IRA and obtaining tax benefits. - -### Suggested Portfolio Allocation - -1. **Stocks (Equities) - 60%** - - **Domestic Large-Cap Stocks (30%)**: Invest in established companies with a strong market presence. - - **Domestic Small-Cap Stocks (15%)**: These can offer higher growth potential but come with increased volatility. - - **International Stocks (15%)**: Diversifying into foreign markets can reduce risk and enhance returns. - -2. **Bonds (Fixed Income) - 30%** - - **Government Bonds (15%)**: U.S. Treasury bonds are considered low-risk investments. - - **Corporate Bonds (10%)**: These can provide higher yields than government bonds but come with more risk. - - **Municipal Bonds (5%)**: These can offer tax-free income, which is beneficial for high-income earners. - -3. **Alternative Investments - 10%** - - **Real Estate Investment Trusts (REITs) (5%)**: These can provide exposure to real estate without the need to own physical property. - - **Commodities (5%)**: Investing in commodities like gold or oil can hedge against inflation. - -### Investing in Stocks with a Roth IRA - -1. **Contributions**: You can contribute to a Roth IRA if you meet income eligibility requirements. Contributions are made with after-tax dollars, meaning you won’t pay taxes on withdrawals in retirement. - -2. **Investment Choices**: Within a Roth IRA, you can invest in a variety of assets, including individual stocks, mutual funds, ETFs, and bonds. The key is to choose investments that align with your risk tolerance and investment goals. - -3. **Tax Benefits**: - - **Tax-Free Growth**: Any gains from your investments within the Roth IRA grow tax-free. - - **Tax-Free Withdrawals**: Qualified withdrawals (after age 59½ and the account has been open for at least five years) are tax-free, which can be a significant advantage in retirement. - -4. **Rebalancing**: Regularly review and rebalance your portfolio to maintain your desired asset allocation. This helps manage risk and can enhance returns over time. - -### Additional Tips for Diversification - -- **Consider Index Funds or ETFs**: These can provide instant diversification within the stock and bond markets, reducing individual stock risk. -- **Stay Informed**: Keep up with market trends and economic indicators that may affect your investments. -- **Risk Tolerance Assessment**: Regularly assess your risk tolerance and adjust your portfolio accordingly, especially as you approach retirement. - -### Conclusion - -A well-diversified portfolio can help balance risk and return, making it easier to achieve your financial goals. By utilizing a Roth IRA for your stock investments, you can take advantage of tax-free growth and withdrawals, enhancing your overall investment strategy. Always consider consulting with a financial advisor to tailor your portfolio to your specific needs and circumstances.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Retirement Planning Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Creating a solid retirement savings plan using a Roth IRA can be a powerful strategy to achieve your retirement goals. Below is an outline that highlights the benefits of a Roth IRA, rules for investing in stocks, and strategies for maximizing your retirement savings. - -### Roth IRA Benefits -1. **Tax-Free Growth**: Earnings in a Roth IRA grow tax-free, so you won’t pay taxes on qualified withdrawals in retirement. -2. **Tax-Free Withdrawals**: Contributions can be withdrawn at any time without taxes or penalties, and qualified distributions of earnings are tax-free if you meet certain conditions. -3. **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require you to take minimum distributions at age 72, allowing your investments to continue to grow. -4. **Flexibility**: You can withdraw contributions at any time without penalty, making it a flexible savings option. - -### Retirement Savings Plan Using a Roth IRA -1. **Determine Your Retirement Goals**: - - Define your desired retirement age. - - Estimate your retirement expenses and how much income you will need. - -2. **Maximize Contributions**: - - For 2023, the contribution limit is $6,500 ($7,500 if age 50 or older). Aim to contribute the maximum each year to take full advantage of tax-free growth. - -3. **Choose Investments Wisely**: - - **Stocks**: Consider investing in individual stocks or ETFs that have good growth potential. Look for companies with strong fundamentals and growth forecasts. - - **Bonds**: Include some bonds or bond funds to mitigate risk and diversify your portfolio. Choose between corporate, municipal, and government bonds based on your risk tolerance. - - **Index Funds**: A diversified index fund can provide exposure to a broad market segment, which can be ideal for long-term growth. - -4. **Rebalance Your Portfolio**: - - Regularly review and rebalance your investment portfolio to ensure your asset allocation aligns with your risk tolerance and retirement goals. - -5. **Utilize Dollar-Cost Averaging**: - - Invest regularly (e.g., monthly contributions) into your Roth IRA, regardless of the market conditions. This strategy helps reduce the impact of market volatility. - -6. **Monitor and Adjust**: - - Keep track of your investment performance and adjust your strategy as you get closer to retirement. Consider shifting to more conservative investments as you age. - -### Rules for Investing in Stocks with a Roth IRA -- **Eligible Investments**: You can invest in a wide range of securities, including stocks, bonds, mutual funds, ETFs, and real estate investment trusts (REITs). -- **Prohibited Transactions**: Avoid ""self-dealing"" or investing in collectibles (like art or antiques) with your Roth IRA. -- **Contribution Limits**: Stay within the IRS contribution limits. - -### Tax Benefits -- **No Upfront Tax Break**: Contributions to a Roth IRA are made with after-tax dollars, meaning there is no tax deduction at the time of contribution. -- **Tax-Free Withdrawals**: If you're 59½ years old and have held the Roth IRA for at least five years, you can withdraw your earnings tax-free. - -### Conclusion -Utilizing a Roth IRA for your retirement savings allows for tax-free growth and flexible withdrawal options. By following a structured retirement savings plan, maximizing your contributions, and making informed investment choices, you can work towards achieving your retirement goals effectively. Always consider consulting with a financial advisor to tailor your strategy based on your individual situation and goals.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Market Analysis Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","### Current Market Conditions Analysis - -As of October 2023, the financial markets are experiencing a mix of volatility and cautious optimism. Key factors influencing the market include: - -1. **Interest Rates**: The Federal Reserve has maintained a relatively high interest rate environment to combat inflation. This has led to increased borrowing costs for consumers and businesses, which could dampen economic growth. Higher rates typically put downward pressure on stock prices, particularly in growth sectors. - -2. **Inflation Rates**: Inflation has shown signs of moderating, but it remains above the Fed's target. Lower inflation could lead to a more favorable environment for equities, as it may allow the Fed to ease monetary policy in the future. - -3. **Corporate Earnings**: Recent earnings reports have been mixed. Some sectors, such as technology and healthcare, have reported strong earnings, while others, like consumer discretionary, have struggled. Overall, earnings growth is expected to slow, which may lead to a reevaluation of stock valuations. - -4. **Geopolitical Risks**: Ongoing geopolitical tensions, particularly in Eastern Europe and the Middle East, have created uncertainty in the markets. This could lead to increased volatility and risk aversion among investors. - -5. **Economic Indicators**: Key indicators such as GDP growth, unemployment rates, and consumer sentiment will continue to impact stock prices. A stronger-than-expected job market could support consumer spending, while a slowdown in GDP growth may lead to a bearish outlook. - -### Future Projections - -1. **Short-term Outlook**: In the next 3-6 months, the market may experience continued volatility as investors react to economic data and Fed policy decisions. Sectors that are more sensitive to interest rates, like real estate and utilities, may face challenges, while defensive sectors may perform better. - -2. **Long-term Outlook**: Over the next 1-2 years, if inflation continues to decline and the Fed shifts towards a more accommodative stance, we could see a rebound in growth stocks. However, if inflation remains stubbornly high, the market may face prolonged periods of uncertainty. - -3. **Sector Rotation**: Investors may begin to rotate into sectors that historically perform well in a rising interest rate environment, such as financials and energy, while pulling back from tech and consumer discretionary stocks. - -### Impact of Economic Indicators on Stock Prices - -Economic indicators play a crucial role in shaping investor sentiment and stock prices. For example: - -- **GDP Growth**: Strong GDP growth typically signals a healthy economy, which can boost corporate earnings and lead to higher stock prices. Conversely, weak GDP growth may result in lower earnings expectations and declining stock prices. - -- **Unemployment Rate**: A low unemployment rate generally indicates a strong labor market, which supports consumer spending and, in turn, corporate profits. A rising unemployment rate can lead to recession fears, negatively impacting stock prices. - -- **Consumer Confidence Index**: High consumer confidence can lead to increased spending, benefiting companies and their stock prices. Low confidence can signal potential declines in consumer spending, negatively affecting stock valuations. - -### Investing in Stocks with a Roth IRA - -1. **Tax Advantages**: Contributions to a Roth IRA are made with after-tax dollars, meaning qualified withdrawals during retirement are tax-free. This makes it an attractive vehicle for long-term investment growth. - -2. **Investment Choices**: Within a Roth IRA, investors can hold a variety of assets, including stocks, bonds, mutual funds, and ETFs. This flexibility allows for diversification and tailored investment strategies. - -3. **Contribution Limits**: For 2023, the contribution limit for individuals under 50 is $6,500, and for those 50 and older, it’s $7,500. Income limits apply, so ensure eligibility before contributing. - -4. **Long-term Growth**: Investing in stocks within a Roth IRA is beneficial for long-term growth, as any capital gains or dividends earned are not taxed if withdrawn after age 59½, provided the account has been open for at least five years. - -5. **Withdrawal Rules**: While contributions can be withdrawn tax-free at any time, earnings cannot be withdrawn without penalties until the account holder reaches retirement age. - -### Specialized Agents for Financial Advice - -1. **Stock Market Strategist**: Focuses on stock selection and market timing strategies. -2. **Bond Market Analyst**: Specializes in fixed-income securities and interest rate trends. -3. **Tax Advisor**: Provides insights on tax-efficient investing and strategies for maximizing Roth IRA benefits. -4. **Retirement Planner**: Guides on retirement savings strategies and asset allocation for retirement accounts. -5. **Economic Analyst**: Analyzes macroeconomic indicators and their impact on investment decisions. -6. **Sector Specialist**: Focuses on specific sectors (e.g., technology, healthcare) and their market dynamics. -7. **Risk Management Consultant**: Advises on portfolio risk assessment and mitigation strategies. -8. **Behavioral Finance Expert**: Studies investor psychology and its impact on market behavior. -9. **International Markets Advisor**: Provides insights on global investment opportunities and risks. -10. **Alternative Investments Specialist**: Focuses on non-traditional assets like real estate, commodities, and cryptocurrencies. - -### Conclusion - -In summary, the current market conditions reflect a complex interplay of economic indicators, interest rates, and geopolitical factors. Investors should remain vigilant and adaptable, considering the long-term benefits of tax-advantaged accounts like Roth IRAs for stock investments. Engaging with specialized financial advisors can provide tailored strategies to navigate the evolving market landscape.",2024-08-24T18:14:59.686880 -8938e95a-c252-494d-a753-1afa47b439a4,Investment Strategy Agent," - Create a swarm of agents to provide financial advice on investing in stocks and bonds. - Create a minimum of 10 agents that are hyper-specialized in different areas of financial advice. - I want to know the rules of investing into stocks with my ROTH IRA and how to get a tax break. - - ","Creating a personalized investment strategy involves understanding your individual goals, risk tolerance, and time horizon. Here’s a suggested approach for long-term growth in a volatile market, along with insights on investing in stocks with a Roth IRA and tax benefits. - -### Personalized Investment Strategy for Long-Term Growth - -1. **Define Your Goals**: - - **Time Horizon**: Are you investing for retirement in 20-30 years, or for a shorter-term goal (like a home purchase in 5-10 years)? - - **Target**: What specific financial goals do you have (e.g., retirement, education, wealth accumulation)? - -2. **Assess Your Risk Tolerance**: - - **Risk Profile**: Determine whether you are conservative, moderate, or aggressive in your investment approach. This can be influenced by factors such as age, financial situation, and experience with investing. - - **Volatility Comfort**: How much market fluctuation can you tolerate without panicking? - -3. **Diversification**: - - **Asset Allocation**: Allocate your investments across various asset classes (stocks, bonds, real estate, etc.) to reduce risk. A common strategy is to tilt towards equities for long-term growth while including bonds for stability. - - **Sector and Geographic Diversification**: Invest in different sectors (technology, healthcare, consumer goods) and regions (domestic, international) to spread risk. - -4. **Investment Vehicles**: - - **Roth IRA**: Maximize contributions to a Roth IRA, which allows for tax-free growth and tax-free withdrawals in retirement. As of 2023, the contribution limit is $6,500 per year ($7,500 if you’re age 50 or older). - - **Index Funds/ETFs**: Consider low-cost index funds or ETFs that track the market. They offer diversification and lower fees compared to actively managed funds. - -5. **Regular Contributions**: - - **Dollar-Cost Averaging**: Invest a fixed amount regularly (monthly or quarterly) regardless of market conditions. This reduces the impact of volatility over time. - -6. **Rebalance Your Portfolio**: - - Periodically review and adjust your portfolio to maintain your desired asset allocation, especially after significant market movements. - -7. **Stay Informed but Patient**: - - Keep abreast of market trends and economic indicators, but avoid making impulsive decisions based on short-term market fluctuations. - -### Investing in Stocks with a Roth IRA - -1. **Eligible Investments**: - - Within a Roth IRA, you can invest in a variety of assets, including stocks, bonds, mutual funds, and ETFs. Ensure that these investments align with your long-term growth strategy. - -2. **Tax Benefits**: - - **Tax-Free Growth**: Earnings on investments within your Roth IRA grow tax-free. - - **Tax-Free Withdrawals**: Withdrawals in retirement (after age 59½ and once the account has been open for at least five years) are tax-free. - -3. **Contribution Rules**: - - Ensure your income is within the limits set by the IRS to contribute to a Roth IRA. As of 2023, the contribution limits are subject to income phase-out ranges. - -4. **Withdrawal Rules**: - - Contributions can be withdrawn at any time without penalty. However, earnings must remain in the account until you meet the age and duration requirements for tax-free withdrawals. - -5. **Avoid Prohibited Transactions**: - - Be cautious of transactions that the IRS deems prohibited, such as self-dealing or using the account for personal benefit. - -### Additional Agents for Specialized Financial Advice - -1. **Stock Market Strategist**: Focuses on equity investment strategies and market analysis. -2. **Bond Specialist**: Provides insights on fixed-income investments and interest rate trends. -3. **Retirement Planner**: Offers advice on retirement accounts, withdrawal strategies, and tax implications. -4. **Tax Advisor**: Expert in tax-efficient investing and strategies to maximize tax benefits. -5. **Risk Management Consultant**: Specializes in assessing and managing investment risks. -6. **Asset Allocation Expert**: Guides on optimal asset distribution based on individual risk profiles. -7. **Behavioral Finance Specialist**: Advises on psychological factors affecting investment decisions. -8. **International Markets Analyst**: Provides insights on global investment opportunities and risks. -9. **Real Estate Investment Consultant**: Focuses on integrating real estate into investment portfolios. -10. **Financial Technology Advisor**: Offers guidance on using fintech tools for investment management. - -By considering these elements and utilizing specialized advice, you can create a robust investment strategy tailored to your long-term growth objectives and risk tolerance.",2024-08-24T18:14:59.686880 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee 2.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee 2.csv" deleted file mode 100644 index c57021d4b..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee 2.csv" +++ /dev/null @@ -1,394 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -d1407760-5a77-4682-b7c0-db37f7523526,ROTH IRA Regulations Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","### Roth IRA Overview - -A Roth IRA (Individual Retirement Account) is a tax-advantaged retirement savings account that allows individuals to invest in a variety of assets, including stocks and bonds. Contributions to a Roth IRA are made with after-tax dollars, meaning you pay taxes on the money before you contribute it. The key benefits of a Roth IRA include tax-free growth and tax-free withdrawals in retirement, provided certain conditions are met. - -### Contribution Limits - -As of 2023, the contribution limits for a Roth IRA are as follows: - -- **Individuals under age 50**: You can contribute up to $6,500 per year. -- **Individuals age 50 and older**: You can contribute up to $7,500 per year, which includes a $1,000 catch-up contribution. - -#### Income Limits - -Your ability to contribute to a Roth IRA is also subject to income limits, which are adjusted annually: - -- **Single filers**: The ability to contribute phases out between $138,000 and $153,000. -- **Married filing jointly**: The phase-out range is between $218,000 and $228,000. -- **Married filing separately**: The phase-out range is between $0 and $10,000. - -If your modified adjusted gross income (MAGI) exceeds these limits, your contribution limit may be reduced or eliminated. - -### Withdrawal Rules - -Withdrawals from a Roth IRA are subject to specific rules: - -1. **Contributions**: You can withdraw your contributions (the money you put in) at any time, tax- and penalty-free, since you’ve already paid taxes on that money. - -2. **Earnings**: To withdraw earnings tax-free, you must meet two conditions: - - The account must be open for at least five years. - - You must be at least 59½ years old, or the withdrawal must meet other qualifying conditions (e.g., first-time home purchase, disability, or death). - -3. **Non-Qualified Withdrawals**: If you withdraw earnings before meeting the above conditions, the earnings may be subject to income tax and a 10% early withdrawal penalty. - -### Tax Implications for Investing in Stocks and Bonds - -1. **Tax-Free Growth**: Any investment gains (dividends, interest, and capital gains) generated within a Roth IRA are not subject to taxes while the money remains in the account. - -2. **Tax-Free Withdrawals**: Once you meet the withdrawal conditions, both contributions and earnings can be withdrawn tax-free. - -3. **Investment Choices**: You can invest in a wide range of assets within a Roth IRA, including: - - **Stocks**: Individual stocks, mutual funds, and ETFs. - - **Bonds**: Corporate bonds, municipal bonds, and bond funds. - -4. **Tax Loss Harvesting**: If your investments incur losses, you cannot deduct those losses on your tax return since the Roth IRA is tax-advantaged. However, this does not affect the tax-free status of future gains. - -### Strategies for Obtaining Tax Breaks - -1. **Maximize Contributions**: Aim to contribute the maximum allowable amount each year to take full advantage of tax-free growth. - -2. **Invest Early**: The earlier you invest in a Roth IRA, the more time your investments have to grow tax-free. - -3. **Diversify Investments**: Consider a mix of stocks and bonds to balance risk and return. Stocks may provide higher growth potential, while bonds can offer stability. - -4. **Utilize the Five-Year Rule**: If you anticipate needing to withdraw earnings, consider starting your Roth IRA as soon as possible to meet the five-year rule. - -5. **Consider Conversions**: If you have a traditional IRA, you may consider converting it to a Roth IRA. While you will pay taxes on the converted amount, future growth and withdrawals will be tax-free. - -6. **Plan for Withdrawals**: Strategically plan your withdrawals in retirement to minimize tax implications and ensure you meet the requirements for tax-free distributions. - -### Conclusion - -A Roth IRA offers significant tax advantages for retirement savings, especially when investing in stocks and bonds. By understanding the contribution limits, withdrawal rules, and tax implications, you can effectively utilize this retirement account to maximize your investment growth and minimize your tax burden. Always consider consulting with a financial advisor or tax professional to tailor your investment strategy to your individual circumstances.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Stock Market Analysis Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","### Current Stock Market Trends (as of October 2023) - -1. **Interest Rate Environment**: The Federal Reserve has been navigating a complex landscape of inflation and interest rates. While rates have stabilized somewhat, any future hikes could impact growth stocks more significantly than value stocks. - -2. **Sector Performance**: - - **Technology**: Continues to show strong growth potential, particularly in areas like artificial intelligence, cloud computing, and cybersecurity. - - **Healthcare**: Biotech and pharmaceutical sectors are gaining attention, especially with advancements in personalized medicine and telehealth. - - **Renewable Energy**: As governments push for sustainability, companies in solar, wind, and electric vehicles are seeing increased investment. - -3. **Market Volatility**: Geopolitical tensions and economic uncertainties have led to increased market volatility. Investors are advised to be cautious and consider diversifying their portfolios to mitigate risk. - -4. **Consumer Behavior**: The shift towards e-commerce and digital services remains strong, influencing retail and service sectors. - -### Recommendations for Stock Investments within a ROTH IRA - -1. **Growth Stocks**: - - **Technology Stocks**: Consider investing in established tech companies with strong balance sheets (e.g., Microsoft, Apple) and emerging players in AI and cloud computing. - - **Healthcare Stocks**: Look for biotech firms with promising pipelines or established companies focusing on innovative healthcare solutions (e.g., Moderna, Teladoc). - - **Renewable Energy Stocks**: Companies like NextEra Energy or Tesla could provide long-term growth as the world shifts towards sustainable energy. - -2. **Diversification**: - - **ETFs**: Exchange-Traded Funds that focus on growth sectors can provide instant diversification. Look for ETFs that track the S&P 500 Growth Index or sector-specific funds. - - **International Exposure**: Consider international stocks or ETFs to hedge against domestic market fluctuations and capitalize on growth in emerging markets. - -3. **Risk Management**: - - **Dollar-Cost Averaging**: Regularly invest a fixed amount in your ROTH IRA to reduce the impact of market volatility. - - **Rebalancing**: Periodically review your portfolio and adjust your asset allocation to maintain your desired risk level. - - **Defensive Stocks**: Consider allocating a portion of your portfolio to defensive sectors (e.g., consumer staples, utilities) to buffer against market downturns. - -### Strategies for Obtaining Tax Breaks within a ROTH IRA - -1. **Maximize Contributions**: Contribute the maximum allowable amount to your ROTH IRA each year. For 2023, the limit is $6,500 (or $7,500 if you're over 50). Contributions are made with after-tax dollars, but qualified withdrawals are tax-free. - -2. **Long-Term Investments**: Focus on long-term growth investments, as ROTH IRAs are designed for long-term savings. The longer your investments grow, the more you can benefit from tax-free compounding. - -3. **Avoid Frequent Trading**: Frequent trading can lead to short-term capital gains, which are taxable in a regular brokerage account. In a ROTH IRA, however, you can buy and sell without immediate tax implications, but it's wise to keep a long-term perspective. - -4. **Utilize Tax-Loss Harvesting**: If you have investments that have lost value, consider selling them to offset gains in other areas of your portfolio. This strategy can help manage your overall tax liability, even if the losses occur in a ROTH IRA. - -### Conclusion - -Investing within a ROTH IRA offers unique advantages, particularly for long-term growth. By focusing on sectors with strong growth potential, diversifying your portfolio, and employing risk management strategies, you can optimize your investments for both growth and tax efficiency. Always consider your risk tolerance and investment goals, and consult with a financial advisor if needed.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Bond Investment Strategies Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When considering bond investments within a Roth IRA, it's essential to focus on strategies that align with your financial goals, risk tolerance, and the current interest rate environment. Here are some key considerations and strategies for investing in bonds within a Roth IRA: - -### 1. **Understanding the Roth IRA Benefits** - - **Tax-Free Growth**: Earnings on investments within a Roth IRA grow tax-free, and qualified withdrawals are also tax-free. This is particularly beneficial for bonds, which may generate interest income that would otherwise be taxed. - - **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not have RMDs during the account holder's lifetime, allowing for continued tax-free growth. - -### 2. **Current Interest Rate Environment** - - **Rising Interest Rates**: If interest rates are rising, existing bonds may decrease in value. In this environment, consider shorter-duration bonds or bond funds, as they are less sensitive to interest rate changes. - - **Yield Curve Considerations**: Look at the yield curve to determine the best maturity lengths. A flat or inverted yield curve may suggest that long-term bonds are not as attractive. - -### 3. **Types of Bonds to Consider** - - **U.S. Treasury Bonds**: These are considered safe investments and can provide stability to your portfolio. Look for Treasury Inflation-Protected Securities (TIPS) if you are concerned about inflation. - - **Municipal Bonds**: These can offer tax-free interest income, which is particularly beneficial in a Roth IRA. Consider bonds from municipalities with strong credit ratings. - - **Corporate Bonds**: Investment-grade corporate bonds can provide higher yields than government bonds. Look for companies with strong balance sheets to minimize default risk. - - **Bond Funds or ETFs**: Consider diversified bond funds or ETFs that can provide exposure to a mix of bonds, reducing individual bond risk. - -### 4. **Investment Strategies** - - **Laddering Strategy**: Build a bond ladder by purchasing bonds with different maturities. This can help manage interest rate risk and provide regular income as bonds mature. - - **Barbell Strategy**: Invest in short-term and long-term bonds while avoiding intermediate maturities. This can help balance risk and return in a fluctuating interest rate environment. - - **Active Management**: Consider actively managed bond funds that can adjust their holdings based on changing market conditions, potentially enhancing returns. - -### 5. **Monitoring and Rebalancing** - - Regularly review your bond investments to ensure they align with your overall investment strategy and risk tolerance. Rebalance your portfolio as needed, especially in response to changing interest rates or economic conditions. - -### 6. **Tax Considerations** - - While the Roth IRA provides tax-free growth, it's still important to consider the tax implications of bond investments. For instance, municipal bonds may be more beneficial in taxable accounts, while corporate bonds may be more suitable for tax-advantaged accounts like a Roth IRA. - -### Conclusion -Investing in bonds within a Roth IRA can be a strategic way to generate income while benefiting from tax-free growth. By considering the current interest rate environment, diversifying your bond holdings, and employing effective investment strategies, you can optimize your bond investments for long-term success. Always consider consulting with a financial advisor to tailor your investment strategy to your specific financial situation.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Tax Optimization Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","Investing in a Roth IRA can be a highly effective strategy for maximizing tax benefits, especially since contributions to a Roth IRA are made with after-tax dollars, allowing for tax-free growth and tax-free withdrawals in retirement. Here are some strategies to optimize tax benefits while investing in a Roth IRA: - -### 1. **Maximize Contributions:** - - **Full Contribution:** For 2023, the maximum contribution limits are $6,500 for individuals under 50 and $7,500 for those aged 50 and older. Make sure to contribute the maximum allowed to take full advantage of the tax-free growth. - - **Regular Contributions:** Consider setting up automatic contributions to ensure you're consistently funding your Roth IRA. - -### 2. **Utilize Early Contributions:** - - **Time Value of Money:** Invest contributions as early as possible in the calendar year to maximize the time your money has to grow tax-free. The earlier you contribute, the more potential compounding interest you can earn. - -### 3. **Invest in High-Growth Assets:** - - **Growth Stocks:** Since withdrawals from a Roth IRA are tax-free, consider focusing on high-growth investments, such as stocks or mutual funds, that can generate significant returns over time. - - **Tax-Efficient Funds:** Opt for index funds or ETFs, which typically have lower turnover and generate fewer taxable events compared to actively managed funds. - -### 4. **Diversify Investment Options:** - - **Bonds and Fixed Income:** While stock investments can offer growth, consider including tax-efficient bond funds or municipal bonds, which can provide a steady income while being less volatile than stocks. - - **Alternative Investments:** Depending on your risk tolerance, explore options like real estate investment trusts (REITs) or peer-to-peer lending, which can also be held in a Roth IRA and offer potential tax advantages. - -### 5. **Take Advantage of Conversion Strategies:** - - **Roth IRA Conversions:** If you have traditional IRAs or 401(k)s, consider converting some or all of those funds into a Roth IRA. You’ll pay taxes on the converted amount now, but future growth will be tax-free. - - **Strategic Timing:** Perform conversions in years when your income is lower to minimize tax impact. This is especially useful if you experience a dip in income or have large deductions in a particular year. - -### 6. **Plan for Withdrawals:** - - **Qualified Distributions:** Ensure you understand the rules regarding qualified distributions (after age 59½ and the account has been open for at least five years) to avoid penalties and maintain the tax-free status of your withdrawals. - - **Withdraw Contributions:** Remember that you can withdraw your contributions (not earnings) at any time without penalty, which gives you some liquidity while still taking advantage of tax-free growth. - -### 7. **Monitor Your Income Levels:** - - **Income Limits:** Be aware of the income limits for Roth IRA contributions. For 2023, contributions begin to phase out at $138,000 for single filers and $218,000 for married couples filing jointly. Adjust your contributions to stay within these limits if necessary. - - **Tax-Efficient Withdrawals:** Plan your withdrawals in retirement to minimize your taxable income and avoid pushing yourself into a higher tax bracket. - -### 8. **Maintain Detailed Records:** - - **Track Contributions and Gains:** Keep thorough records of your contributions and any conversions, as this information is crucial for tax purposes, especially to verify tax-free status upon withdrawal. - -### 9. **Consult a Tax Professional:** - - **Personalized Strategies:** Work with a financial advisor or tax professional who can provide tailored advice based on your financial situation and retirement goals. They can help you develop a comprehensive strategy that optimizes your tax benefits. - -By employing these strategies, you can effectively maximize the tax benefits of a Roth IRA, ensuring that your investments grow tax-free and providing you with a more secure financial future.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Risk Assessment Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When evaluating investment options within a Roth IRA, it's essential to understand the associated risks and how to mitigate them while working towards your financial goals. Here's a breakdown of investment options, risks, and strategies for risk mitigation: - -### Investment Options in a Roth IRA - -1. **Stocks**: - - **Risk**: High volatility; potential for significant short-term losses. - - **Mitigation Strategies**: - - **Diversification**: Invest in a variety of sectors and industries to reduce exposure to any single stock. - - **Index Funds/ETFs**: Consider low-cost index funds or exchange-traded funds (ETFs) that track market indices, which can provide broad market exposure. - - **Dollar-Cost Averaging**: Invest a fixed amount regularly to reduce the impact of market volatility. - -2. **Bonds**: - - **Risk**: Interest rate risk (bond prices fall when interest rates rise), credit risk (risk of issuer default), and inflation risk (purchasing power decrease). - - **Mitigation Strategies**: - - **Bond Laddering**: Invest in bonds with different maturities to manage interest rate risk and ensure liquidity. - - **Diversified Bond Funds**: Consider bond mutual funds or ETFs that invest in a range of bonds to spread risk. - -3. **Real Estate Investment Trusts (REITs)**: - - **Risk**: Market fluctuations and economic downturns can affect property values and rental income. - - **Mitigation Strategies**: - - **Research and Due Diligence**: Understand the specific types of properties the REIT invests in and the economic factors affecting them. - - **Diversified REITs**: Consider REITs that invest in a mix of residential, commercial, and industrial properties. - -4. **Mutual Funds**: - - **Risk**: Depending on the fund's strategy, it can be subject to market risk, management risk, and liquidity risk. - - **Mitigation Strategies**: - - **Select Low-Expense Ratio Funds**: Lower fees can enhance long-term returns. - - **Focus on Actively Managed Funds with Strong Performance**: Choose funds with a proven track record. - -5. **Alternative Investments**: - - **Risk**: Illiquidity, complexity, and potential for high volatility. - - **Mitigation Strategies**: - - **Limit Allocation**: Keep alternative investments to a small portion of the overall portfolio. - - **Thorough Research**: Understand the risks and return profiles before investing. - -### Strategies for Obtaining Tax Breaks in a Roth IRA - -1. **Maximize Contributions**: Contribute the maximum allowable amount to your Roth IRA each year, as contributions grow tax-free. - -2. **Utilize Backdoor Roth IRA**: If your income exceeds the limits for direct Roth IRA contributions, consider a backdoor Roth IRA strategy (contributing to a traditional IRA and converting to a Roth). - -3. **Tax-Loss Harvesting**: If you have investments in taxable accounts that have lost value, you can sell them to realize a loss, offsetting gains and reducing your taxable income. - -4. **Long-Term Focus**: Invest in growth-oriented stocks or funds within your Roth IRA. Since qualified withdrawals from a Roth IRA are tax-free, focusing on long-term growth can maximize your tax benefits. - -5. **Avoid Early Withdrawals**: To keep the tax advantages intact, avoid withdrawing contributions and earnings before age 59½ unless you meet specific exceptions. - -### Conclusion - -Investing within a Roth IRA offers unique tax advantages, but it’s crucial to evaluate the risks associated with various investment options. By implementing diversification, dollar-cost averaging, and careful research, you can mitigate risks while working towards your financial goals. Additionally, taking advantage of tax strategies can enhance your long-term returns and optimize the tax benefits of your Roth IRA. Always consider consulting with a financial advisor to tailor these strategies to your specific situation.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Diversification Strategy Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When it comes to diversifying a Roth IRA portfolio, the goal is to create a balanced mix of assets that can optimize returns while minimizing risk. Here are some strategies to consider: - -### 1. **Asset Allocation** - - **Stocks**: Generally, a higher percentage of stocks is recommended for younger investors or those with a longer time horizon. Consider allocating 70-80% of your portfolio to stocks, focusing on a mix of: - - **Large-Cap Stocks**: Established companies with a history of stable earnings. - - **Mid-Cap and Small-Cap Stocks**: These can offer higher growth potential but come with increased volatility. - - **International Stocks**: Diversifying geographically can reduce risk and increase growth potential. - - **Bonds**: Allocate 20-30% to bonds to provide stability and income. Consider: - - **Government Bonds**: Generally lower risk, such as U.S. Treasury bonds. - - **Corporate Bonds**: Higher yields but with more risk. - - **Municipal Bonds**: Tax-exempt bonds that can be beneficial in a Roth IRA context. - -### 2. **Diversification within Asset Classes** - - **Sector Diversification**: Invest across various sectors (technology, healthcare, consumer goods, etc.) to mitigate sector-specific risks. - - **Bond Diversification**: Include a mix of bond types (e.g., corporate, municipal, treasury) and durations (short, intermediate, long-term) to manage interest rate risk. - -### 3. **Rebalancing** - - Regularly review and rebalance your portfolio to maintain your desired asset allocation. This involves selling assets that have performed well and buying those that have underperformed to keep your risk level consistent. - -### 4. **Consider Index Funds and ETFs** - - **Index Funds**: These funds track a specific index and offer broad market exposure with lower fees. - - **ETFs**: Exchange-traded funds can provide diversification across various asset classes and sectors, often with lower expense ratios than mutual funds. - -### 5. **Tax Efficiency** - - Since Roth IRAs allow for tax-free growth and tax-free withdrawals in retirement, focus on investments that may generate higher returns over time, such as growth stocks or funds. - - Avoid investments that generate high taxable income, such as high-yield bonds, as the tax benefits of a Roth IRA are maximized with capital gains and qualified dividends. - -### 6. **Consider Target-Date Funds** - - These funds automatically adjust the asset allocation based on your expected retirement date, becoming more conservative as you approach retirement. They can be a good option for those who prefer a hands-off approach. - -### 7. **Stay Informed and Adjust** - - Keep abreast of market trends and economic indicators. Adjust your portfolio as needed based on changes in your financial situation, risk tolerance, and market conditions. - -### 8. **Utilize Dollar-Cost Averaging** - - Invest a fixed amount regularly (e.g., monthly) regardless of market conditions. This strategy can reduce the impact of market volatility and lower the average cost of your investments over time. - -### Conclusion -Diversifying a Roth IRA portfolio involves a strategic mix of stocks and bonds tailored to your risk tolerance and investment horizon. Regularly reviewing and rebalancing your portfolio, focusing on tax-efficient investments, and considering low-cost index funds or ETFs can help optimize your returns while minimizing risk. Always consider consulting with a financial advisor to tailor these strategies to your specific financial situation.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Retirement Planning Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When it comes to long-term retirement planning within a Roth IRA, aligning your investments with your retirement goals and timelines is crucial. Here are some strategies to consider: - -### 1. Understand the Roth IRA Benefits -- **Tax-Free Growth**: Contributions to a Roth IRA are made with after-tax dollars, meaning your investments grow tax-free. Withdrawals in retirement are also tax-free, provided certain conditions are met. -- **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require you to take distributions at a certain age, allowing your investments to grow longer. - -### 2. Define Your Retirement Goals -- **Timeline**: Determine when you plan to retire. This will help you assess your risk tolerance and the types of investments suitable for your time horizon. -- **Income Needs**: Estimate how much income you will need in retirement. This will guide your investment strategy and asset allocation. - -### 3. Asset Allocation -- **Age-Based Strategy**: A common rule of thumb is to subtract your age from 110 or 120 to determine the percentage of your portfolio that should be in stocks. The remainder can be allocated to bonds or other fixed-income investments. -- **Growth vs. Income**: If you are younger and have a longer time horizon, you may want to focus more on growth-oriented investments (like stocks). As you approach retirement, you might shift towards income-generating investments (like bonds) to preserve capital. - -### 4. Diversification -- **Stocks**: Consider a mix of large-cap, mid-cap, and small-cap stocks, as well as international equities. This diversification can help mitigate risks associated with market volatility. -- **Bonds**: Include a variety of bonds (government, municipal, corporate) to balance your portfolio. Bonds can provide stability and income, especially as you near retirement. - -### 5. Investment Strategies -- **Dollar-Cost Averaging**: Regularly invest a fixed amount into your Roth IRA, regardless of market conditions. This strategy can reduce the impact of market volatility and lower the average cost of your investments over time. -- **Rebalancing**: Periodically review and adjust your asset allocation to maintain your desired risk level. This may involve selling some investments that have grown significantly and buying others that have lagged. - -### 6. Tax Considerations -- **Maximize Contributions**: Contribute the maximum allowable amount to your Roth IRA each year. For 2023, the limit is $6,500 (or $7,500 if you’re age 50 or older). This allows you to take full advantage of tax-free growth. -- **Investment Choices**: Within your Roth IRA, consider investments that may generate capital gains rather than ordinary income, as these will not be taxed upon withdrawal. - -### 7. Monitor and Adjust -- **Regular Reviews**: Conduct annual reviews of your investment performance and retirement goals. Adjust your strategy as needed based on changes in your financial situation, market conditions, or retirement plans. -- **Stay Informed**: Keep up with financial news and trends that may impact your investments. This knowledge can help you make informed decisions. - -### Conclusion -Investing within a Roth IRA requires a thoughtful approach to align your investments with your long-term retirement goals. By defining your goals, diversifying your portfolio, and employing strategic investment practices, you can maximize the benefits of your Roth IRA and work towards a secure retirement. Always consider consulting with a financial advisor to tailor your investment strategy to your specific needs and circumstances.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Economic Trends Analysis Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","### Current Economic Trends Impacting Stock and Bond Investments - -1. **Interest Rates**: As central banks, particularly the Federal Reserve, continue to adjust interest rates in response to inflation, bond prices are inversely affected. Rising interest rates typically lead to falling bond prices, which can impact the fixed-income portion of a Roth IRA. Investors should consider shorter-duration bonds or bond funds to mitigate interest rate risk. - -2. **Inflation**: Persistent inflation can erode purchasing power and affect consumer spending. Stocks of companies that can pass on costs to consumers (like those in consumer staples) may perform better in inflationary environments. Conversely, growth stocks, which rely on future earnings, may struggle as their valuations are discounted more heavily. - -3. **Economic Growth**: The overall economic outlook influences stock performance. In a growing economy, cyclical stocks (like those in technology, consumer discretionary, and industrials) may outperform. Conversely, in a downturn, defensive stocks (like utilities and healthcare) may provide more stability. - -4. **Geopolitical Risks**: Global events, such as conflicts or trade negotiations, can lead to market volatility. Diversifying investments within a Roth IRA can help mitigate risks associated with geopolitical uncertainties. - -5. **Technological Advancements**: The rise of technology and innovation continues to reshape industries. Investing in sectors like renewable energy, artificial intelligence, and biotechnology can offer growth opportunities, though they may come with higher volatility. - -### Investment Strategies for a Roth IRA - -1. **Diversification**: A well-diversified portfolio can help manage risk. Consider a mix of domestic and international stocks, various sectors, and a blend of fixed-income securities. This can help cushion against market volatility. - -2. **Tax-Advantaged Growth**: Since Roth IRAs allow for tax-free growth and tax-free withdrawals in retirement, consider focusing on growth-oriented investments. This includes stocks with high growth potential and index funds that track broad market indices. - -3. **Dividend Stocks**: Investing in dividend-paying stocks can provide a steady income stream while benefiting from capital appreciation. Since dividends are tax-free in a Roth IRA, this can enhance overall returns. - -4. **Bond Laddering**: To manage interest rate risk, consider a bond ladder strategy, where bonds with varying maturities are purchased. This can provide regular income and reduce the impact of rising rates on the overall portfolio. - -5. **Rebalancing**: Regularly review and rebalance your portfolio to maintain your desired asset allocation. This ensures that you are not overly exposed to any one sector or asset class, especially in volatile markets. - -### Strategies for Obtaining Tax Breaks - -1. **Maximize Contributions**: Contribute the maximum allowable amount to your Roth IRA each year. For 2023, the limit is $6,500 (or $7,500 if you’re age 50 or older). This allows for more tax-free growth over time. - -2. **Utilize Backdoor Roth IRA**: If your income exceeds the Roth IRA contribution limits, consider a backdoor Roth IRA. This involves contributing to a traditional IRA and then converting it to a Roth IRA, allowing you to benefit from tax-free growth. - -3. **Tax-Loss Harvesting**: If you have taxable accounts, consider selling losing investments to offset gains. While this strategy does not directly apply to Roth IRAs, it can help improve your overall tax situation. - -4. **Invest in Tax-Efficient Funds**: Choose index funds or ETFs that are designed to minimize capital gains distributions. This can help maintain the tax-advantaged status of your Roth IRA. - -5. **Plan for Withdrawals**: Since Roth IRAs allow for tax-free withdrawals of contributions at any time, plan your withdrawals strategically in retirement to maximize tax efficiency. - -### Conclusion - -In conclusion, understanding current economic trends is crucial for making informed investment decisions within a Roth IRA. By diversifying your portfolio, focusing on growth-oriented investments, and utilizing tax strategies effectively, you can enhance your investment outcomes while taking full advantage of the tax benefits that a Roth IRA offers. Always consider your risk tolerance and investment horizon when making decisions, and consult with a financial advisor for personalized advice.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Portfolio Management Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","Managing a ROTH IRA portfolio effectively requires a strategic approach to asset allocation, performance tracking, and periodic adjustments. Here are some tips to help you optimize your ROTH IRA investments, including how to approach investing in stocks and bonds: - -### 1. **Asset Allocation** -- **Diversification**: Allocate your investments across various asset classes (stocks, bonds, ETFs, mutual funds) to spread risk. A common suggestion is to have a higher percentage in stocks when you are younger and gradually shift towards bonds as you approach retirement. -- **Risk Tolerance**: Assess your risk tolerance and investment horizon. Younger investors may opt for a more aggressive portfolio (higher stock allocation), while those closer to retirement might prefer a conservative approach. - -### 2. **Rebalancing** -- **Periodic Review**: Review your portfolio at least once a year. This helps ensure your asset allocation remains aligned with your strategy, as market fluctuations can cause your original allocations to drift. -- **Threshold Method**: Set specific thresholds (e.g., 5% deviation) that trigger rebalancing. If any asset class moves outside of its target range, consider selling or buying to return to your original allocation. -- **Tax Considerations**: Since ROTH IRAs are tax-advantaged, you can rebalance without immediate tax implications, allowing for more flexibility in managing your investments. - -### 3. **Performance Tracking** -- **Benchmarks**: Compare your portfolio’s performance against relevant benchmarks (e.g., S&P 500 for stocks, a bond index for fixed income) to evaluate how well your investments are doing. -- **Regular Monitoring**: Use online tools or apps to track the performance of your portfolio. Keep an eye on individual investment performance, fees, and overall returns. -- **Review Fees**: Monitor the fees associated with your investments, as high fees can erode returns over time. Look for low-cost index funds or ETFs when possible. - -### 4. **Strategic Adjustments** -- **Market Conditions**: Stay informed about market trends and economic conditions. Be prepared to shift your strategy based on macroeconomic indicators, interest rates, or changes in your personal financial situation. -- **Life Events**: Major life changes (job loss, marriage, children) may necessitate a reevaluation of your investment strategy. Adjust your portfolio to align with your current goals and risk tolerance. -- **Investment Knowledge**: Continuously educate yourself about investment options, tax benefits, and market strategies. Consider consulting a financial advisor if needed. - -### 5. **Investing in Stocks and Bonds within a ROTH IRA** -- **Stocks**: Consider investing in a mix of individual stocks and index funds. Growth stocks may offer high potential returns, while dividend-paying stocks can provide income. Look for companies with a strong track record and growth potential. -- **Bonds**: Include a mix of government and corporate bonds. Consider bond ETFs or mutual funds for diversification. Bonds can provide stability and income, especially as you approach retirement. -- **Tax Benefits**: The primary tax benefit of a ROTH IRA is that qualified withdrawals are tax-free in retirement. Utilize this advantage by focusing on investments with high growth potential (like stocks) since you won't pay taxes on the capital gains when you withdraw. - -### 6. **Strategies for Obtaining Tax Breaks** -- **Contribution Limits**: Maximize your contributions up to the annual limit ($6,500 for individuals under 50, $7,500 for those 50 and older as of 2023) to take full advantage of tax-free growth. -- **Backdoor ROTH IRA**: If your income exceeds the limits for direct contributions, consider a backdoor ROTH IRA strategy, where you contribute to a Traditional IRA and then convert it to a ROTH IRA. -- **Tax-Loss Harvesting**: If you have losing investments, consider selling them to offset gains in other areas. Although ROTH IRAs are tax-free at withdrawal, this strategy can still be useful in other accounts. - -By following these guidelines, you can effectively manage your ROTH IRA portfolio, making informed decisions that align with your financial goals while maximizing the benefits of your tax-advantaged account.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Financial News Update Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","To effectively manage your ROTH IRA investments, it's essential to stay informed about the latest financial news and trends that could impact your investment strategies. Here are some key considerations and strategies for investing in stocks and bonds within a ROTH IRA, along with tips for obtaining tax breaks: - -### Current Financial News and Updates -1. **Interest Rate Changes**: Keep an eye on announcements from the Federal Reserve regarding interest rate changes. Rising rates can affect bond prices negatively, while certain sectors in the stock market may benefit from higher rates. - -2. **Inflation Trends**: Monitor inflation data, as high inflation can erode purchasing power and impact both stocks and bonds. Consider inflation-protected securities (TIPS) within your ROTH IRA. - -3. **Market Volatility**: Be aware of market fluctuations due to geopolitical events, economic data releases, or corporate earnings reports. Volatility can present buying opportunities for long-term investors. - -4. **Tax Policy Changes**: Stay updated on any proposed changes to tax laws that could affect ROTH IRAs, including contribution limits and withdrawal rules. - -### Investment Strategies for ROTH IRA -1. **Diversification**: Spread your investments across various asset classes (stocks, bonds, ETFs, mutual funds) to mitigate risk. Consider including international stocks and bonds for additional diversification. - -2. **Growth vs. Value Stocks**: Depending on your risk tolerance, you may want to focus on growth stocks for long-term capital appreciation or value stocks for potential dividends and stability. - -3. **Bond Allocation**: Incorporate a mix of government and corporate bonds. Consider the duration and credit quality of bonds to manage interest rate risk. - -4. **Rebalancing**: Regularly review and rebalance your portfolio to maintain your desired asset allocation, especially after significant market movements. - -5. **Tax-Efficient Investments**: Since ROTH IRAs allow for tax-free growth and withdrawals, consider holding investments with high growth potential (like stocks) in your ROTH IRA, while keeping income-generating investments (like bonds) in taxable accounts. - -### Strategies for Obtaining Tax Breaks -1. **Maximize Contributions**: Contribute the maximum allowable amount to your ROTH IRA each year. For 2023, the limit is $6,500 (or $7,500 if you're age 50 or older). - -2. **Backdoor ROTH IRA**: If your income exceeds the limits for direct contributions, consider a backdoor ROTH IRA strategy, which involves contributing to a traditional IRA and then converting it to a ROTH IRA. - -3. **Tax-Loss Harvesting**: If you have taxable accounts, consider selling losing investments to offset gains and reduce your tax liability. This strategy can free up more funds to contribute to your ROTH IRA. - -4. **Qualified Distributions**: Ensure you understand the rules for qualified distributions from your ROTH IRA to avoid penalties and taxes. Generally, you can withdraw contributions tax-free at any time, and earnings tax-free after age 59½, provided the account has been open for at least five years. - -### Conclusion -By staying informed about financial news and employing strategic investment practices, you can optimize your ROTH IRA for long-term growth while taking advantage of tax benefits. Regularly review your investment strategy and adjust as necessary based on market conditions and personal financial goals.",2024-08-24T18:18:20.733774 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee.csv" deleted file mode 100644 index c57021d4b..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm17caab27962a41329aa02b311e2081ee.csv" +++ /dev/null @@ -1,394 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -d1407760-5a77-4682-b7c0-db37f7523526,ROTH IRA Regulations Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","### Roth IRA Overview - -A Roth IRA (Individual Retirement Account) is a tax-advantaged retirement savings account that allows individuals to invest in a variety of assets, including stocks and bonds. Contributions to a Roth IRA are made with after-tax dollars, meaning you pay taxes on the money before you contribute it. The key benefits of a Roth IRA include tax-free growth and tax-free withdrawals in retirement, provided certain conditions are met. - -### Contribution Limits - -As of 2023, the contribution limits for a Roth IRA are as follows: - -- **Individuals under age 50**: You can contribute up to $6,500 per year. -- **Individuals age 50 and older**: You can contribute up to $7,500 per year, which includes a $1,000 catch-up contribution. - -#### Income Limits - -Your ability to contribute to a Roth IRA is also subject to income limits, which are adjusted annually: - -- **Single filers**: The ability to contribute phases out between $138,000 and $153,000. -- **Married filing jointly**: The phase-out range is between $218,000 and $228,000. -- **Married filing separately**: The phase-out range is between $0 and $10,000. - -If your modified adjusted gross income (MAGI) exceeds these limits, your contribution limit may be reduced or eliminated. - -### Withdrawal Rules - -Withdrawals from a Roth IRA are subject to specific rules: - -1. **Contributions**: You can withdraw your contributions (the money you put in) at any time, tax- and penalty-free, since you’ve already paid taxes on that money. - -2. **Earnings**: To withdraw earnings tax-free, you must meet two conditions: - - The account must be open for at least five years. - - You must be at least 59½ years old, or the withdrawal must meet other qualifying conditions (e.g., first-time home purchase, disability, or death). - -3. **Non-Qualified Withdrawals**: If you withdraw earnings before meeting the above conditions, the earnings may be subject to income tax and a 10% early withdrawal penalty. - -### Tax Implications for Investing in Stocks and Bonds - -1. **Tax-Free Growth**: Any investment gains (dividends, interest, and capital gains) generated within a Roth IRA are not subject to taxes while the money remains in the account. - -2. **Tax-Free Withdrawals**: Once you meet the withdrawal conditions, both contributions and earnings can be withdrawn tax-free. - -3. **Investment Choices**: You can invest in a wide range of assets within a Roth IRA, including: - - **Stocks**: Individual stocks, mutual funds, and ETFs. - - **Bonds**: Corporate bonds, municipal bonds, and bond funds. - -4. **Tax Loss Harvesting**: If your investments incur losses, you cannot deduct those losses on your tax return since the Roth IRA is tax-advantaged. However, this does not affect the tax-free status of future gains. - -### Strategies for Obtaining Tax Breaks - -1. **Maximize Contributions**: Aim to contribute the maximum allowable amount each year to take full advantage of tax-free growth. - -2. **Invest Early**: The earlier you invest in a Roth IRA, the more time your investments have to grow tax-free. - -3. **Diversify Investments**: Consider a mix of stocks and bonds to balance risk and return. Stocks may provide higher growth potential, while bonds can offer stability. - -4. **Utilize the Five-Year Rule**: If you anticipate needing to withdraw earnings, consider starting your Roth IRA as soon as possible to meet the five-year rule. - -5. **Consider Conversions**: If you have a traditional IRA, you may consider converting it to a Roth IRA. While you will pay taxes on the converted amount, future growth and withdrawals will be tax-free. - -6. **Plan for Withdrawals**: Strategically plan your withdrawals in retirement to minimize tax implications and ensure you meet the requirements for tax-free distributions. - -### Conclusion - -A Roth IRA offers significant tax advantages for retirement savings, especially when investing in stocks and bonds. By understanding the contribution limits, withdrawal rules, and tax implications, you can effectively utilize this retirement account to maximize your investment growth and minimize your tax burden. Always consider consulting with a financial advisor or tax professional to tailor your investment strategy to your individual circumstances.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Stock Market Analysis Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","### Current Stock Market Trends (as of October 2023) - -1. **Interest Rate Environment**: The Federal Reserve has been navigating a complex landscape of inflation and interest rates. While rates have stabilized somewhat, any future hikes could impact growth stocks more significantly than value stocks. - -2. **Sector Performance**: - - **Technology**: Continues to show strong growth potential, particularly in areas like artificial intelligence, cloud computing, and cybersecurity. - - **Healthcare**: Biotech and pharmaceutical sectors are gaining attention, especially with advancements in personalized medicine and telehealth. - - **Renewable Energy**: As governments push for sustainability, companies in solar, wind, and electric vehicles are seeing increased investment. - -3. **Market Volatility**: Geopolitical tensions and economic uncertainties have led to increased market volatility. Investors are advised to be cautious and consider diversifying their portfolios to mitigate risk. - -4. **Consumer Behavior**: The shift towards e-commerce and digital services remains strong, influencing retail and service sectors. - -### Recommendations for Stock Investments within a ROTH IRA - -1. **Growth Stocks**: - - **Technology Stocks**: Consider investing in established tech companies with strong balance sheets (e.g., Microsoft, Apple) and emerging players in AI and cloud computing. - - **Healthcare Stocks**: Look for biotech firms with promising pipelines or established companies focusing on innovative healthcare solutions (e.g., Moderna, Teladoc). - - **Renewable Energy Stocks**: Companies like NextEra Energy or Tesla could provide long-term growth as the world shifts towards sustainable energy. - -2. **Diversification**: - - **ETFs**: Exchange-Traded Funds that focus on growth sectors can provide instant diversification. Look for ETFs that track the S&P 500 Growth Index or sector-specific funds. - - **International Exposure**: Consider international stocks or ETFs to hedge against domestic market fluctuations and capitalize on growth in emerging markets. - -3. **Risk Management**: - - **Dollar-Cost Averaging**: Regularly invest a fixed amount in your ROTH IRA to reduce the impact of market volatility. - - **Rebalancing**: Periodically review your portfolio and adjust your asset allocation to maintain your desired risk level. - - **Defensive Stocks**: Consider allocating a portion of your portfolio to defensive sectors (e.g., consumer staples, utilities) to buffer against market downturns. - -### Strategies for Obtaining Tax Breaks within a ROTH IRA - -1. **Maximize Contributions**: Contribute the maximum allowable amount to your ROTH IRA each year. For 2023, the limit is $6,500 (or $7,500 if you're over 50). Contributions are made with after-tax dollars, but qualified withdrawals are tax-free. - -2. **Long-Term Investments**: Focus on long-term growth investments, as ROTH IRAs are designed for long-term savings. The longer your investments grow, the more you can benefit from tax-free compounding. - -3. **Avoid Frequent Trading**: Frequent trading can lead to short-term capital gains, which are taxable in a regular brokerage account. In a ROTH IRA, however, you can buy and sell without immediate tax implications, but it's wise to keep a long-term perspective. - -4. **Utilize Tax-Loss Harvesting**: If you have investments that have lost value, consider selling them to offset gains in other areas of your portfolio. This strategy can help manage your overall tax liability, even if the losses occur in a ROTH IRA. - -### Conclusion - -Investing within a ROTH IRA offers unique advantages, particularly for long-term growth. By focusing on sectors with strong growth potential, diversifying your portfolio, and employing risk management strategies, you can optimize your investments for both growth and tax efficiency. Always consider your risk tolerance and investment goals, and consult with a financial advisor if needed.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Bond Investment Strategies Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When considering bond investments within a Roth IRA, it's essential to focus on strategies that align with your financial goals, risk tolerance, and the current interest rate environment. Here are some key considerations and strategies for investing in bonds within a Roth IRA: - -### 1. **Understanding the Roth IRA Benefits** - - **Tax-Free Growth**: Earnings on investments within a Roth IRA grow tax-free, and qualified withdrawals are also tax-free. This is particularly beneficial for bonds, which may generate interest income that would otherwise be taxed. - - **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not have RMDs during the account holder's lifetime, allowing for continued tax-free growth. - -### 2. **Current Interest Rate Environment** - - **Rising Interest Rates**: If interest rates are rising, existing bonds may decrease in value. In this environment, consider shorter-duration bonds or bond funds, as they are less sensitive to interest rate changes. - - **Yield Curve Considerations**: Look at the yield curve to determine the best maturity lengths. A flat or inverted yield curve may suggest that long-term bonds are not as attractive. - -### 3. **Types of Bonds to Consider** - - **U.S. Treasury Bonds**: These are considered safe investments and can provide stability to your portfolio. Look for Treasury Inflation-Protected Securities (TIPS) if you are concerned about inflation. - - **Municipal Bonds**: These can offer tax-free interest income, which is particularly beneficial in a Roth IRA. Consider bonds from municipalities with strong credit ratings. - - **Corporate Bonds**: Investment-grade corporate bonds can provide higher yields than government bonds. Look for companies with strong balance sheets to minimize default risk. - - **Bond Funds or ETFs**: Consider diversified bond funds or ETFs that can provide exposure to a mix of bonds, reducing individual bond risk. - -### 4. **Investment Strategies** - - **Laddering Strategy**: Build a bond ladder by purchasing bonds with different maturities. This can help manage interest rate risk and provide regular income as bonds mature. - - **Barbell Strategy**: Invest in short-term and long-term bonds while avoiding intermediate maturities. This can help balance risk and return in a fluctuating interest rate environment. - - **Active Management**: Consider actively managed bond funds that can adjust their holdings based on changing market conditions, potentially enhancing returns. - -### 5. **Monitoring and Rebalancing** - - Regularly review your bond investments to ensure they align with your overall investment strategy and risk tolerance. Rebalance your portfolio as needed, especially in response to changing interest rates or economic conditions. - -### 6. **Tax Considerations** - - While the Roth IRA provides tax-free growth, it's still important to consider the tax implications of bond investments. For instance, municipal bonds may be more beneficial in taxable accounts, while corporate bonds may be more suitable for tax-advantaged accounts like a Roth IRA. - -### Conclusion -Investing in bonds within a Roth IRA can be a strategic way to generate income while benefiting from tax-free growth. By considering the current interest rate environment, diversifying your bond holdings, and employing effective investment strategies, you can optimize your bond investments for long-term success. Always consider consulting with a financial advisor to tailor your investment strategy to your specific financial situation.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Tax Optimization Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","Investing in a Roth IRA can be a highly effective strategy for maximizing tax benefits, especially since contributions to a Roth IRA are made with after-tax dollars, allowing for tax-free growth and tax-free withdrawals in retirement. Here are some strategies to optimize tax benefits while investing in a Roth IRA: - -### 1. **Maximize Contributions:** - - **Full Contribution:** For 2023, the maximum contribution limits are $6,500 for individuals under 50 and $7,500 for those aged 50 and older. Make sure to contribute the maximum allowed to take full advantage of the tax-free growth. - - **Regular Contributions:** Consider setting up automatic contributions to ensure you're consistently funding your Roth IRA. - -### 2. **Utilize Early Contributions:** - - **Time Value of Money:** Invest contributions as early as possible in the calendar year to maximize the time your money has to grow tax-free. The earlier you contribute, the more potential compounding interest you can earn. - -### 3. **Invest in High-Growth Assets:** - - **Growth Stocks:** Since withdrawals from a Roth IRA are tax-free, consider focusing on high-growth investments, such as stocks or mutual funds, that can generate significant returns over time. - - **Tax-Efficient Funds:** Opt for index funds or ETFs, which typically have lower turnover and generate fewer taxable events compared to actively managed funds. - -### 4. **Diversify Investment Options:** - - **Bonds and Fixed Income:** While stock investments can offer growth, consider including tax-efficient bond funds or municipal bonds, which can provide a steady income while being less volatile than stocks. - - **Alternative Investments:** Depending on your risk tolerance, explore options like real estate investment trusts (REITs) or peer-to-peer lending, which can also be held in a Roth IRA and offer potential tax advantages. - -### 5. **Take Advantage of Conversion Strategies:** - - **Roth IRA Conversions:** If you have traditional IRAs or 401(k)s, consider converting some or all of those funds into a Roth IRA. You’ll pay taxes on the converted amount now, but future growth will be tax-free. - - **Strategic Timing:** Perform conversions in years when your income is lower to minimize tax impact. This is especially useful if you experience a dip in income or have large deductions in a particular year. - -### 6. **Plan for Withdrawals:** - - **Qualified Distributions:** Ensure you understand the rules regarding qualified distributions (after age 59½ and the account has been open for at least five years) to avoid penalties and maintain the tax-free status of your withdrawals. - - **Withdraw Contributions:** Remember that you can withdraw your contributions (not earnings) at any time without penalty, which gives you some liquidity while still taking advantage of tax-free growth. - -### 7. **Monitor Your Income Levels:** - - **Income Limits:** Be aware of the income limits for Roth IRA contributions. For 2023, contributions begin to phase out at $138,000 for single filers and $218,000 for married couples filing jointly. Adjust your contributions to stay within these limits if necessary. - - **Tax-Efficient Withdrawals:** Plan your withdrawals in retirement to minimize your taxable income and avoid pushing yourself into a higher tax bracket. - -### 8. **Maintain Detailed Records:** - - **Track Contributions and Gains:** Keep thorough records of your contributions and any conversions, as this information is crucial for tax purposes, especially to verify tax-free status upon withdrawal. - -### 9. **Consult a Tax Professional:** - - **Personalized Strategies:** Work with a financial advisor or tax professional who can provide tailored advice based on your financial situation and retirement goals. They can help you develop a comprehensive strategy that optimizes your tax benefits. - -By employing these strategies, you can effectively maximize the tax benefits of a Roth IRA, ensuring that your investments grow tax-free and providing you with a more secure financial future.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Risk Assessment Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When evaluating investment options within a Roth IRA, it's essential to understand the associated risks and how to mitigate them while working towards your financial goals. Here's a breakdown of investment options, risks, and strategies for risk mitigation: - -### Investment Options in a Roth IRA - -1. **Stocks**: - - **Risk**: High volatility; potential for significant short-term losses. - - **Mitigation Strategies**: - - **Diversification**: Invest in a variety of sectors and industries to reduce exposure to any single stock. - - **Index Funds/ETFs**: Consider low-cost index funds or exchange-traded funds (ETFs) that track market indices, which can provide broad market exposure. - - **Dollar-Cost Averaging**: Invest a fixed amount regularly to reduce the impact of market volatility. - -2. **Bonds**: - - **Risk**: Interest rate risk (bond prices fall when interest rates rise), credit risk (risk of issuer default), and inflation risk (purchasing power decrease). - - **Mitigation Strategies**: - - **Bond Laddering**: Invest in bonds with different maturities to manage interest rate risk and ensure liquidity. - - **Diversified Bond Funds**: Consider bond mutual funds or ETFs that invest in a range of bonds to spread risk. - -3. **Real Estate Investment Trusts (REITs)**: - - **Risk**: Market fluctuations and economic downturns can affect property values and rental income. - - **Mitigation Strategies**: - - **Research and Due Diligence**: Understand the specific types of properties the REIT invests in and the economic factors affecting them. - - **Diversified REITs**: Consider REITs that invest in a mix of residential, commercial, and industrial properties. - -4. **Mutual Funds**: - - **Risk**: Depending on the fund's strategy, it can be subject to market risk, management risk, and liquidity risk. - - **Mitigation Strategies**: - - **Select Low-Expense Ratio Funds**: Lower fees can enhance long-term returns. - - **Focus on Actively Managed Funds with Strong Performance**: Choose funds with a proven track record. - -5. **Alternative Investments**: - - **Risk**: Illiquidity, complexity, and potential for high volatility. - - **Mitigation Strategies**: - - **Limit Allocation**: Keep alternative investments to a small portion of the overall portfolio. - - **Thorough Research**: Understand the risks and return profiles before investing. - -### Strategies for Obtaining Tax Breaks in a Roth IRA - -1. **Maximize Contributions**: Contribute the maximum allowable amount to your Roth IRA each year, as contributions grow tax-free. - -2. **Utilize Backdoor Roth IRA**: If your income exceeds the limits for direct Roth IRA contributions, consider a backdoor Roth IRA strategy (contributing to a traditional IRA and converting to a Roth). - -3. **Tax-Loss Harvesting**: If you have investments in taxable accounts that have lost value, you can sell them to realize a loss, offsetting gains and reducing your taxable income. - -4. **Long-Term Focus**: Invest in growth-oriented stocks or funds within your Roth IRA. Since qualified withdrawals from a Roth IRA are tax-free, focusing on long-term growth can maximize your tax benefits. - -5. **Avoid Early Withdrawals**: To keep the tax advantages intact, avoid withdrawing contributions and earnings before age 59½ unless you meet specific exceptions. - -### Conclusion - -Investing within a Roth IRA offers unique tax advantages, but it’s crucial to evaluate the risks associated with various investment options. By implementing diversification, dollar-cost averaging, and careful research, you can mitigate risks while working towards your financial goals. Additionally, taking advantage of tax strategies can enhance your long-term returns and optimize the tax benefits of your Roth IRA. Always consider consulting with a financial advisor to tailor these strategies to your specific situation.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Diversification Strategy Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When it comes to diversifying a Roth IRA portfolio, the goal is to create a balanced mix of assets that can optimize returns while minimizing risk. Here are some strategies to consider: - -### 1. **Asset Allocation** - - **Stocks**: Generally, a higher percentage of stocks is recommended for younger investors or those with a longer time horizon. Consider allocating 70-80% of your portfolio to stocks, focusing on a mix of: - - **Large-Cap Stocks**: Established companies with a history of stable earnings. - - **Mid-Cap and Small-Cap Stocks**: These can offer higher growth potential but come with increased volatility. - - **International Stocks**: Diversifying geographically can reduce risk and increase growth potential. - - **Bonds**: Allocate 20-30% to bonds to provide stability and income. Consider: - - **Government Bonds**: Generally lower risk, such as U.S. Treasury bonds. - - **Corporate Bonds**: Higher yields but with more risk. - - **Municipal Bonds**: Tax-exempt bonds that can be beneficial in a Roth IRA context. - -### 2. **Diversification within Asset Classes** - - **Sector Diversification**: Invest across various sectors (technology, healthcare, consumer goods, etc.) to mitigate sector-specific risks. - - **Bond Diversification**: Include a mix of bond types (e.g., corporate, municipal, treasury) and durations (short, intermediate, long-term) to manage interest rate risk. - -### 3. **Rebalancing** - - Regularly review and rebalance your portfolio to maintain your desired asset allocation. This involves selling assets that have performed well and buying those that have underperformed to keep your risk level consistent. - -### 4. **Consider Index Funds and ETFs** - - **Index Funds**: These funds track a specific index and offer broad market exposure with lower fees. - - **ETFs**: Exchange-traded funds can provide diversification across various asset classes and sectors, often with lower expense ratios than mutual funds. - -### 5. **Tax Efficiency** - - Since Roth IRAs allow for tax-free growth and tax-free withdrawals in retirement, focus on investments that may generate higher returns over time, such as growth stocks or funds. - - Avoid investments that generate high taxable income, such as high-yield bonds, as the tax benefits of a Roth IRA are maximized with capital gains and qualified dividends. - -### 6. **Consider Target-Date Funds** - - These funds automatically adjust the asset allocation based on your expected retirement date, becoming more conservative as you approach retirement. They can be a good option for those who prefer a hands-off approach. - -### 7. **Stay Informed and Adjust** - - Keep abreast of market trends and economic indicators. Adjust your portfolio as needed based on changes in your financial situation, risk tolerance, and market conditions. - -### 8. **Utilize Dollar-Cost Averaging** - - Invest a fixed amount regularly (e.g., monthly) regardless of market conditions. This strategy can reduce the impact of market volatility and lower the average cost of your investments over time. - -### Conclusion -Diversifying a Roth IRA portfolio involves a strategic mix of stocks and bonds tailored to your risk tolerance and investment horizon. Regularly reviewing and rebalancing your portfolio, focusing on tax-efficient investments, and considering low-cost index funds or ETFs can help optimize your returns while minimizing risk. Always consider consulting with a financial advisor to tailor these strategies to your specific financial situation.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Retirement Planning Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","When it comes to long-term retirement planning within a Roth IRA, aligning your investments with your retirement goals and timelines is crucial. Here are some strategies to consider: - -### 1. Understand the Roth IRA Benefits -- **Tax-Free Growth**: Contributions to a Roth IRA are made with after-tax dollars, meaning your investments grow tax-free. Withdrawals in retirement are also tax-free, provided certain conditions are met. -- **No Required Minimum Distributions (RMDs)**: Unlike traditional IRAs, Roth IRAs do not require you to take distributions at a certain age, allowing your investments to grow longer. - -### 2. Define Your Retirement Goals -- **Timeline**: Determine when you plan to retire. This will help you assess your risk tolerance and the types of investments suitable for your time horizon. -- **Income Needs**: Estimate how much income you will need in retirement. This will guide your investment strategy and asset allocation. - -### 3. Asset Allocation -- **Age-Based Strategy**: A common rule of thumb is to subtract your age from 110 or 120 to determine the percentage of your portfolio that should be in stocks. The remainder can be allocated to bonds or other fixed-income investments. -- **Growth vs. Income**: If you are younger and have a longer time horizon, you may want to focus more on growth-oriented investments (like stocks). As you approach retirement, you might shift towards income-generating investments (like bonds) to preserve capital. - -### 4. Diversification -- **Stocks**: Consider a mix of large-cap, mid-cap, and small-cap stocks, as well as international equities. This diversification can help mitigate risks associated with market volatility. -- **Bonds**: Include a variety of bonds (government, municipal, corporate) to balance your portfolio. Bonds can provide stability and income, especially as you near retirement. - -### 5. Investment Strategies -- **Dollar-Cost Averaging**: Regularly invest a fixed amount into your Roth IRA, regardless of market conditions. This strategy can reduce the impact of market volatility and lower the average cost of your investments over time. -- **Rebalancing**: Periodically review and adjust your asset allocation to maintain your desired risk level. This may involve selling some investments that have grown significantly and buying others that have lagged. - -### 6. Tax Considerations -- **Maximize Contributions**: Contribute the maximum allowable amount to your Roth IRA each year. For 2023, the limit is $6,500 (or $7,500 if you’re age 50 or older). This allows you to take full advantage of tax-free growth. -- **Investment Choices**: Within your Roth IRA, consider investments that may generate capital gains rather than ordinary income, as these will not be taxed upon withdrawal. - -### 7. Monitor and Adjust -- **Regular Reviews**: Conduct annual reviews of your investment performance and retirement goals. Adjust your strategy as needed based on changes in your financial situation, market conditions, or retirement plans. -- **Stay Informed**: Keep up with financial news and trends that may impact your investments. This knowledge can help you make informed decisions. - -### Conclusion -Investing within a Roth IRA requires a thoughtful approach to align your investments with your long-term retirement goals. By defining your goals, diversifying your portfolio, and employing strategic investment practices, you can maximize the benefits of your Roth IRA and work towards a secure retirement. Always consider consulting with a financial advisor to tailor your investment strategy to your specific needs and circumstances.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Economic Trends Analysis Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","### Current Economic Trends Impacting Stock and Bond Investments - -1. **Interest Rates**: As central banks, particularly the Federal Reserve, continue to adjust interest rates in response to inflation, bond prices are inversely affected. Rising interest rates typically lead to falling bond prices, which can impact the fixed-income portion of a Roth IRA. Investors should consider shorter-duration bonds or bond funds to mitigate interest rate risk. - -2. **Inflation**: Persistent inflation can erode purchasing power and affect consumer spending. Stocks of companies that can pass on costs to consumers (like those in consumer staples) may perform better in inflationary environments. Conversely, growth stocks, which rely on future earnings, may struggle as their valuations are discounted more heavily. - -3. **Economic Growth**: The overall economic outlook influences stock performance. In a growing economy, cyclical stocks (like those in technology, consumer discretionary, and industrials) may outperform. Conversely, in a downturn, defensive stocks (like utilities and healthcare) may provide more stability. - -4. **Geopolitical Risks**: Global events, such as conflicts or trade negotiations, can lead to market volatility. Diversifying investments within a Roth IRA can help mitigate risks associated with geopolitical uncertainties. - -5. **Technological Advancements**: The rise of technology and innovation continues to reshape industries. Investing in sectors like renewable energy, artificial intelligence, and biotechnology can offer growth opportunities, though they may come with higher volatility. - -### Investment Strategies for a Roth IRA - -1. **Diversification**: A well-diversified portfolio can help manage risk. Consider a mix of domestic and international stocks, various sectors, and a blend of fixed-income securities. This can help cushion against market volatility. - -2. **Tax-Advantaged Growth**: Since Roth IRAs allow for tax-free growth and tax-free withdrawals in retirement, consider focusing on growth-oriented investments. This includes stocks with high growth potential and index funds that track broad market indices. - -3. **Dividend Stocks**: Investing in dividend-paying stocks can provide a steady income stream while benefiting from capital appreciation. Since dividends are tax-free in a Roth IRA, this can enhance overall returns. - -4. **Bond Laddering**: To manage interest rate risk, consider a bond ladder strategy, where bonds with varying maturities are purchased. This can provide regular income and reduce the impact of rising rates on the overall portfolio. - -5. **Rebalancing**: Regularly review and rebalance your portfolio to maintain your desired asset allocation. This ensures that you are not overly exposed to any one sector or asset class, especially in volatile markets. - -### Strategies for Obtaining Tax Breaks - -1. **Maximize Contributions**: Contribute the maximum allowable amount to your Roth IRA each year. For 2023, the limit is $6,500 (or $7,500 if you’re age 50 or older). This allows for more tax-free growth over time. - -2. **Utilize Backdoor Roth IRA**: If your income exceeds the Roth IRA contribution limits, consider a backdoor Roth IRA. This involves contributing to a traditional IRA and then converting it to a Roth IRA, allowing you to benefit from tax-free growth. - -3. **Tax-Loss Harvesting**: If you have taxable accounts, consider selling losing investments to offset gains. While this strategy does not directly apply to Roth IRAs, it can help improve your overall tax situation. - -4. **Invest in Tax-Efficient Funds**: Choose index funds or ETFs that are designed to minimize capital gains distributions. This can help maintain the tax-advantaged status of your Roth IRA. - -5. **Plan for Withdrawals**: Since Roth IRAs allow for tax-free withdrawals of contributions at any time, plan your withdrawals strategically in retirement to maximize tax efficiency. - -### Conclusion - -In conclusion, understanding current economic trends is crucial for making informed investment decisions within a Roth IRA. By diversifying your portfolio, focusing on growth-oriented investments, and utilizing tax strategies effectively, you can enhance your investment outcomes while taking full advantage of the tax benefits that a Roth IRA offers. Always consider your risk tolerance and investment horizon when making decisions, and consult with a financial advisor for personalized advice.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Portfolio Management Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","Managing a ROTH IRA portfolio effectively requires a strategic approach to asset allocation, performance tracking, and periodic adjustments. Here are some tips to help you optimize your ROTH IRA investments, including how to approach investing in stocks and bonds: - -### 1. **Asset Allocation** -- **Diversification**: Allocate your investments across various asset classes (stocks, bonds, ETFs, mutual funds) to spread risk. A common suggestion is to have a higher percentage in stocks when you are younger and gradually shift towards bonds as you approach retirement. -- **Risk Tolerance**: Assess your risk tolerance and investment horizon. Younger investors may opt for a more aggressive portfolio (higher stock allocation), while those closer to retirement might prefer a conservative approach. - -### 2. **Rebalancing** -- **Periodic Review**: Review your portfolio at least once a year. This helps ensure your asset allocation remains aligned with your strategy, as market fluctuations can cause your original allocations to drift. -- **Threshold Method**: Set specific thresholds (e.g., 5% deviation) that trigger rebalancing. If any asset class moves outside of its target range, consider selling or buying to return to your original allocation. -- **Tax Considerations**: Since ROTH IRAs are tax-advantaged, you can rebalance without immediate tax implications, allowing for more flexibility in managing your investments. - -### 3. **Performance Tracking** -- **Benchmarks**: Compare your portfolio’s performance against relevant benchmarks (e.g., S&P 500 for stocks, a bond index for fixed income) to evaluate how well your investments are doing. -- **Regular Monitoring**: Use online tools or apps to track the performance of your portfolio. Keep an eye on individual investment performance, fees, and overall returns. -- **Review Fees**: Monitor the fees associated with your investments, as high fees can erode returns over time. Look for low-cost index funds or ETFs when possible. - -### 4. **Strategic Adjustments** -- **Market Conditions**: Stay informed about market trends and economic conditions. Be prepared to shift your strategy based on macroeconomic indicators, interest rates, or changes in your personal financial situation. -- **Life Events**: Major life changes (job loss, marriage, children) may necessitate a reevaluation of your investment strategy. Adjust your portfolio to align with your current goals and risk tolerance. -- **Investment Knowledge**: Continuously educate yourself about investment options, tax benefits, and market strategies. Consider consulting a financial advisor if needed. - -### 5. **Investing in Stocks and Bonds within a ROTH IRA** -- **Stocks**: Consider investing in a mix of individual stocks and index funds. Growth stocks may offer high potential returns, while dividend-paying stocks can provide income. Look for companies with a strong track record and growth potential. -- **Bonds**: Include a mix of government and corporate bonds. Consider bond ETFs or mutual funds for diversification. Bonds can provide stability and income, especially as you approach retirement. -- **Tax Benefits**: The primary tax benefit of a ROTH IRA is that qualified withdrawals are tax-free in retirement. Utilize this advantage by focusing on investments with high growth potential (like stocks) since you won't pay taxes on the capital gains when you withdraw. - -### 6. **Strategies for Obtaining Tax Breaks** -- **Contribution Limits**: Maximize your contributions up to the annual limit ($6,500 for individuals under 50, $7,500 for those 50 and older as of 2023) to take full advantage of tax-free growth. -- **Backdoor ROTH IRA**: If your income exceeds the limits for direct contributions, consider a backdoor ROTH IRA strategy, where you contribute to a Traditional IRA and then convert it to a ROTH IRA. -- **Tax-Loss Harvesting**: If you have losing investments, consider selling them to offset gains in other areas. Although ROTH IRAs are tax-free at withdrawal, this strategy can still be useful in other accounts. - -By following these guidelines, you can effectively manage your ROTH IRA portfolio, making informed decisions that align with your financial goals while maximizing the benefits of your tax-advantaged account.",2024-08-24T18:18:20.733774 -d1407760-5a77-4682-b7c0-db37f7523526,Financial News Update Agent,"Provide financial advice on investing in stocks and bonds within a ROTH IRA, including strategies for obtaining tax breaks.","To effectively manage your ROTH IRA investments, it's essential to stay informed about the latest financial news and trends that could impact your investment strategies. Here are some key considerations and strategies for investing in stocks and bonds within a ROTH IRA, along with tips for obtaining tax breaks: - -### Current Financial News and Updates -1. **Interest Rate Changes**: Keep an eye on announcements from the Federal Reserve regarding interest rate changes. Rising rates can affect bond prices negatively, while certain sectors in the stock market may benefit from higher rates. - -2. **Inflation Trends**: Monitor inflation data, as high inflation can erode purchasing power and impact both stocks and bonds. Consider inflation-protected securities (TIPS) within your ROTH IRA. - -3. **Market Volatility**: Be aware of market fluctuations due to geopolitical events, economic data releases, or corporate earnings reports. Volatility can present buying opportunities for long-term investors. - -4. **Tax Policy Changes**: Stay updated on any proposed changes to tax laws that could affect ROTH IRAs, including contribution limits and withdrawal rules. - -### Investment Strategies for ROTH IRA -1. **Diversification**: Spread your investments across various asset classes (stocks, bonds, ETFs, mutual funds) to mitigate risk. Consider including international stocks and bonds for additional diversification. - -2. **Growth vs. Value Stocks**: Depending on your risk tolerance, you may want to focus on growth stocks for long-term capital appreciation or value stocks for potential dividends and stability. - -3. **Bond Allocation**: Incorporate a mix of government and corporate bonds. Consider the duration and credit quality of bonds to manage interest rate risk. - -4. **Rebalancing**: Regularly review and rebalance your portfolio to maintain your desired asset allocation, especially after significant market movements. - -5. **Tax-Efficient Investments**: Since ROTH IRAs allow for tax-free growth and withdrawals, consider holding investments with high growth potential (like stocks) in your ROTH IRA, while keeping income-generating investments (like bonds) in taxable accounts. - -### Strategies for Obtaining Tax Breaks -1. **Maximize Contributions**: Contribute the maximum allowable amount to your ROTH IRA each year. For 2023, the limit is $6,500 (or $7,500 if you're age 50 or older). - -2. **Backdoor ROTH IRA**: If your income exceeds the limits for direct contributions, consider a backdoor ROTH IRA strategy, which involves contributing to a traditional IRA and then converting it to a ROTH IRA. - -3. **Tax-Loss Harvesting**: If you have taxable accounts, consider selling losing investments to offset gains and reduce your tax liability. This strategy can free up more funds to contribute to your ROTH IRA. - -4. **Qualified Distributions**: Ensure you understand the rules for qualified distributions from your ROTH IRA to avoid penalties and taxes. Generally, you can withdraw contributions tax-free at any time, and earnings tax-free after age 59½, provided the account has been open for at least five years. - -### Conclusion -By staying informed about financial news and employing strategic investment practices, you can optimize your ROTH IRA for long-term growth while taking advantage of tax benefits. Regularly review your investment strategy and adjust as necessary based on market conditions and personal financial goals.",2024-08-24T18:18:20.733774 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702 2.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702 2.csv" deleted file mode 100644 index 3ad17b92b..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702 2.csv" +++ /dev/null @@ -1,784 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -232bc35e-0775-453a-8814-8e0148d25f6b,GravityShiftGameAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a gravity-shifting game in Python using the Pygame library. This code will create a window where the player can move a square that represents the player character, and the gravity can be shifted in four directions (up, down, left, right). - -Make sure you have Pygame installed in your Python environment. You can install it using pip: - -```bash -pip install pygame -``` - -Here's the Python code for the game: - -```python -import pygame -import sys - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -PLAYER_SIZE = 50 -GRAVITY = 5 - -# Set up the display -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Gravity Shift Game"") - -# Player attributes -player_pos = [WIDTH // 2, HEIGHT // 2] -velocity = [0, 0] -gravity_direction = [0, 0] # x, y gravity direction - -# Game loop -while True: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - pygame.quit() - sys.exit() - if event.type == pygame.KEYDOWN: - if event.key == pygame.K_UP: - gravity_direction = [0, -GRAVITY] - elif event.key == pygame.K_DOWN: - gravity_direction = [0, GRAVITY] - elif event.key == pygame.K_LEFT: - gravity_direction = [-GRAVITY, 0] - elif event.key == pygame.K_RIGHT: - gravity_direction = [GRAVITY, 0] - - # Update velocity based on gravity - velocity[0] += gravity_direction[0] - velocity[1] += gravity_direction[1] - - # Update player position - player_pos[0] += velocity[0] - player_pos[1] += velocity[1] - - # Keep the player within the window boundaries - player_pos[0] = max(0, min(WIDTH - PLAYER_SIZE, player_pos[0])) - player_pos[1] = max(0, min(HEIGHT - PLAYER_SIZE, player_pos[1])) - - # Fill the screen with white - screen.fill(WHITE) - - # Draw the player - pygame.draw.rect(screen, BLACK, (*player_pos, PLAYER_SIZE, PLAYER_SIZE)) - - # Refresh the display - pygame.display.flip() - - # Cap the frame rate - pygame.time.Clock().tick(60) -``` - -In this game: -- The player is represented by a black square. -- The player can shift gravity by pressing the arrow keys (up, down, left, right). -- The square will move in the direction of the gravity, simulating a gravitational pull.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,TimeLoopPuzzleAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here’s a simple text-based game where the player is stuck in a time loop and must solve puzzles to progress. The objective is to escape the loop by solving puzzles presented in each iteration. - -```python -import random - -class TimeLoopGame: - def __init__(self): - self.loop_count = 0 - self.puzzles = [ - (""What has keys but can't open locks?"", ""piano""), - (""I speak without a mouth and hear without ears. What am I?"", ""echo""), - (""I am not alive, but I can grow. I don’t have lungs, but I need air. What am I?"", ""fire""), - (""The more of this there is, the less you see. What is it?"", ""darkness""), - (""What can travel around the world while staying in a corner?"", ""stamp""), - ] - self.current_puzzle = self.get_new_puzzle() - - def get_new_puzzle(self): - puzzle = random.choice(self.puzzles) - return puzzle - - def play(self): - print(""You are stuck in a time loop. Solve the puzzles to escape!"") - while self.loop_count < 3: - print(f""\nLoop {self.loop_count + 1}:"") - question, answer = self.current_puzzle - print(question) - player_answer = input(""Your answer: "").strip().lower() - - if player_answer == answer: - print(""Correct! You've solved the puzzle."") - self.loop_count += 1 - self.current_puzzle = self.get_new_puzzle() - else: - print(""Incorrect. Try again."") - - print(""Congratulations! You've escaped the time loop!"") - -if __name__ == ""__main__"": - game = TimeLoopGame() - game.play() -``` - -This code implements a simple text-based puzzle game where the player answers riddles to progress through loops. The game offers a new puzzle each time the player answers correctly, and the game ends after three successful puzzles.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,ColorSwitchMazeAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player must switch colors to pass through barriers in a maze using Python and the Pygame library: - -```python -import pygame -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -CELL_SIZE = 40 -ROWS, COLS = HEIGHT // CELL_SIZE, WIDTH // CELL_SIZE - -# Colors -WHITE = (255, 255, 255) -RED = (255, 0, 0) -GREEN = (0, 255, 0) -BLUE = (0, 0, 255) -YELLOW = (255, 255, 0) - -# Game Variables -player_color = RED -player_pos = [1, 1] -barriers = [(random.randint(0, ROWS-1), random.randint(0, COLS-1), random.choice([RED, GREEN, BLUE, YELLOW])) for _ in range(10)] - -# Create the screen -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Color Switch Maze"") - -def draw_maze(): - screen.fill(WHITE) - for barrier in barriers: - pygame.draw.rect(screen, barrier[2], (barrier[1] * CELL_SIZE, barrier[0] * CELL_SIZE, CELL_SIZE, CELL_SIZE)) - pygame.draw.rect(screen, player_color, (player_pos[1] * CELL_SIZE, player_pos[0] * CELL_SIZE, CELL_SIZE, CELL_SIZE)) - -def switch_color(): - global player_color - colors = [RED, GREEN, BLUE, YELLOW] - colors.remove(player_color) - player_color = random.choice(colors) - -def main(): - global player_pos - clock = pygame.time.Clock() - running = True - - while running: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - running = False - - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT] and player_pos[1] > 0: - player_pos[1] -= 1 - if keys[pygame.K_RIGHT] and player_pos[1] < COLS - 1: - player_pos[1] += 1 - if keys[pygame.K_UP] and player_pos[0] > 0: - player_pos[0] -= 1 - if keys[pygame.K_DOWN] and player_pos[0] < ROWS - 1: - player_pos[0] += 1 - if keys[pygame.K_SPACE]: - switch_color() - - # Check for collision with barriers - for barrier in barriers: - if player_pos == list(barrier[:2]) and player_color != barrier[2]: - print(""You cannot pass through this barrier!"") - player_pos = [1, 1] # Reset position - - draw_maze() - pygame.display.flip() - clock.tick(FPS) - - pygame.quit() - -if __name__ == ""__main__"": - main() -``` - -To run this code, make sure you have Pygame installed. You can install it using pip: - -```bash -pip install pygame -``` - -This game allows the player to move around a maze and switch colors using the spacebar. The player can only pass through barriers that match their current color.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,SoundWaveSurferAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player rides sound waves to collect items and avoid obstacles using Python and the Pygame library. Make sure you have Pygame installed in your environment (`pip install pygame`). - -```python -import pygame -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -WAVE_HEIGHT = 50 -ITEM_SIZE = 30 -OBSTACLE_SIZE = 50 - -# Colors -WHITE = (255, 255, 255) -BLUE = (0, 0, 255) -RED = (255, 0, 0) -GREEN = (0, 255, 0) - -# Player class -class Player: - def __init__(self): - self.x = WIDTH // 2 - self.y = HEIGHT // 2 - self.size = 30 - self.speed = 5 - - def move(self, dx, dy): - self.x += dx * self.speed - self.y += dy * self.speed - self.x = max(0, min(WIDTH - self.size, self.x)) - self.y = max(0, min(HEIGHT - self.size, self.y)) - - def draw(self, screen): - pygame.draw.rect(screen, BLUE, (self.x, self.y, self.size, self.size)) - -# Item class -class Item: - def __init__(self): - self.x = random.randint(0, WIDTH - ITEM_SIZE) - self.y = random.randint(0, HEIGHT - ITEM_SIZE) - self.size = ITEM_SIZE - - def draw(self, screen): - pygame.draw.rect(screen, GREEN, (self.x, self.y, self.size, self.size)) - -# Obstacle class -class Obstacle: - def __init__(self): - self.x = random.randint(0, WIDTH - OBSTACLE_SIZE) - self.y = random.randint(0, HEIGHT - OBSTACLE_SIZE) - self.size = OBSTACLE_SIZE - - def draw(self, screen): - pygame.draw.rect(screen, RED, (self.x, self.y, self.size, self.size)) - -# Main game function -def main(): - screen = pygame.display.set_mode((WIDTH, HEIGHT)) - pygame.display.set_caption(""Ride the Sound Waves"") - clock = pygame.time.Clock() - - player = Player() - items = [Item() for _ in range(5)] - obstacles = [Obstacle() for _ in range(5)] - score = 0 - - running = True - while running: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - running = False - - keys = pygame.key.get_pressed() - dx = keys[pygame.K_RIGHT] - keys[pygame.K_LEFT] - dy = keys[pygame.K_DOWN] - keys[pygame.K_UP] - player.move(dx, dy) - - # Check for collisions with items - for item in items[:]: - if (player.x < item.x + item.size and - player.x + player.size > item.x and - player.y < item.y + item.size and - player.y + player.size > item.y): - items.remove(item) - score += 1 - - # Check for collisions with obstacles - for obstacle in obstacles: - if (player.x < obstacle.x + obstacle.size and - player.x + player.size > obstacle.x and - player.y < obstacle.y + obstacle.size and - player.y + player.size > obstacle.y): - print(""Game Over! Final Score:"", score) - running = False - - screen.fill(WHITE) - player.draw(screen) - for item in items: - item.draw(screen) - for obstacle in obstacles: - obstacle.draw(screen) - - pygame.display.flip() - clock.tick(FPS) - - pygame.quit() - -if __name__ == ""__main__"": - main() -``` - -This code creates a simple game where the player can move around the screen to collect green items while avoiding red obstacles. The game ends if the player collides with an obstacle, and the final score is displayed in the console.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,ShadowCloneTacticsAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player uses shadow clones to solve tactical puzzles in Python. This game is a text-based console game where the player can create clones to interact with the environment. - -```python -import random - -class Game: - def __init__(self): - self.player_position = (0, 0) - self.clones = 0 - self.puzzle_position = (random.randint(1, 5), random.randint(1, 5)) - self.solved = False - - def display_status(self): - print(f""Player Position: {self.player_position}"") - print(f""Clones Available: {self.clones}"") - print(f""Puzzle Position: {self.puzzle_position}"") - print(""Puzzle Status: "" + (""Solved!"" if self.solved else ""Not Solved"")) - - def move_player(self, direction): - x, y = self.player_position - if direction == 'up': - self.player_position = (x, y + 1) - elif direction == 'down': - self.player_position = (x, y - 1) - elif direction == 'left': - self.player_position = (x - 1, y) - elif direction == 'right': - self.player_position = (x + 1, y) - - def create_clone(self): - if self.clones < 3: - self.clones += 1 - print(""Clone created!"") - else: - print(""Maximum clones reached!"") - - def solve_puzzle(self): - if self.player_position == self.puzzle_position and self.clones > 0: - self.solved = True - print(""Puzzle solved with the help of your clones!"") - else: - print(""You need to be at the puzzle position with at least one clone to solve it."") - - def play(self): - print(""Welcome to the Shadow Clone Puzzle Game!"") - while not self.solved: - self.display_status() - command = input(""Enter command (move [up/down/left/right], clone, solve): "").strip().lower() - if command.startswith(""move""): - _, direction = command.split() - self.move_player(direction) - elif command == ""clone"": - self.create_clone() - elif command == ""solve"": - self.solve_puzzle() - else: - print(""Invalid command. Please try again."") - -if __name__ == ""__main__"": - game = Game() - game.play() -``` - -This code creates a simple text-based game where the player can move around a grid, create shadow clones, and attempt to solve a puzzle by reaching a specific position on the grid. The player can issue commands to move, create clones, or solve the puzzle.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,QuantumLeapAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player can make quantum leaps to different timelines to solve challenges. This game uses a text-based interface for simplicity. - -```python -import random - -class Timeline: - def __init__(self, name, challenge): - self.name = name - self.challenge = challenge - self.solved = False - - def attempt_solve(self, answer): - if answer.lower() == self.challenge['answer'].lower(): - self.solved = True - return True - return False - -class QuantumLeapGame: - def __init__(self): - self.timelines = [ - Timeline(""Ancient Egypt"", {""question"": ""What is the name of the river that was crucial to Egyptian civilization?"", ""answer"": ""Nile""}), - Timeline(""Medieval Europe"", {""question"": ""What was the primary language of the Catholic Church?"", ""answer"": ""Latin""}), - Timeline(""The Renaissance"", {""question"": ""Who painted the Mona Lisa?"", ""answer"": ""Leonardo da Vinci""}), - Timeline(""The Industrial Revolution"", {""question"": ""What invention is James Watt famous for improving?"", ""answer"": ""Steam engine""}), - Timeline(""The 1960s"", {""question"": ""What movement sought to end racial segregation?"", ""answer"": ""Civil Rights""}), - Timeline(""The Future"", {""question"": ""What is the predicted main energy source in 2100?"", ""answer"": ""Fusion""}), - Timeline(""The Wild West"", {""question"": ""What is the term for a lawman in the Old West?"", ""answer"": ""Sheriff""}), - Timeline(""The Space Age"", {""question"": ""Who was the first human in space?"", ""answer"": ""Yuri Gagarin""}), - Timeline(""The Digital Age"", {""question"": ""What does 'HTTP' stand for?"", ""answer"": ""HyperText Transfer Protocol""}), - Timeline(""The Age of Exploration"", {""question"": ""Who discovered America?"", ""answer"": ""Christopher Columbus""}), - ] - self.current_timeline = None - - def leap_to_timeline(self): - self.current_timeline = random.choice(self.timelines) - print(f""\nYou have leaped to the timeline: {self.current_timeline.name}"") - print(f""Challenge: {self.current_timeline.challenge['question']}"") - - def play(self): - print(""Welcome to Quantum Leap Game!"") - while True: - self.leap_to_timeline() - answer = input(""Your answer (or type 'exit' to quit): "") - if answer.lower() == 'exit': - print(""Thanks for playing!"") - break - if self.current_timeline.attempt_solve(answer): - print(""Correct! Challenge solved."") - else: - print(""Incorrect. Try again in a different timeline."") - -if __name__ == ""__main__"": - game = QuantumLeapGame() - game.play() -``` - -This game allows players to jump to different timelines, each with a unique challenge that they must solve to progress. The player can continue leaping through timelines until they choose to exit the game.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,EmotionControlRPGAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a Python implementation of a role-playing game where the player controls emotions to influence the world and characters: - -```python -import random - -class Character: - def __init__(self, name): - self.name = name - self.emotion = random.choice(['happy', 'sad', 'angry', 'fearful', 'calm']) - - def change_emotion(self, new_emotion): - self.emotion = new_emotion - print(f""{self.name}'s emotion changed to {self.emotion}!"") - - def __str__(self): - return f""{self.name} is feeling {self.emotion}."" - - -class Player: - def __init__(self, name): - self.name = name - self.emotion = 'neutral' - - def influence(self, character, emotion): - print(f""{self.name} influences {character.name} to feel {emotion}."") - character.change_emotion(emotion) - - def __str__(self): - return f""{self.name} is feeling {self.emotion}."" - - -class Game: - def __init__(self): - self.characters = [Character(""Alice""), Character(""Bob""), Character(""Charlie"")] - self.player = Player(""You"") - - def display_characters(self): - for character in self.characters: - print(character) - - def choose_emotion(self): - emotions = ['happy', 'sad', 'angry', 'fearful', 'calm'] - print(""Choose an emotion to influence characters:"") - for i, emotion in enumerate(emotions): - print(f""{i + 1}: {emotion}"") - choice = int(input(""Enter the number of your choice: "")) - 1 - return emotions[choice] - - def play(self): - while True: - self.display_characters() - chosen_emotion = self.choose_emotion() - for character in self.characters: - self.player.influence(character, chosen_emotion) - cont = input(""Do you want to continue influencing emotions? (yes/no): "") - if cont.lower() != 'yes': - break - -if __name__ == ""__main__"": - game = Game() - game.play() -``` - -This code creates a simple text-based role-playing game where the player can influence the emotions of different characters. The player can choose an emotion, and that emotion will be applied to each character in the game. The game continues until the player decides to stop.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,DimensionShiftAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player shifts between dimensions to overcome obstacles using Python and the Pygame library. This example demonstrates basic mechanics of dimension shifting. - -```python -import pygame -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -RED = (255, 0, 0) -GREEN = (0, 255, 0) - -# Set up the display -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Dimension Shifter"") - -# Player class -class Player(pygame.sprite.Sprite): - def __init__(self): - super().__init__() - self.image = pygame.Surface((50, 50)) - self.image.fill(GREEN) - self.rect = self.image.get_rect(center=(WIDTH // 2, HEIGHT // 2)) - self.dimension = 0 # 0 for normal, 1 for shifted - - def update(self): - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT]: - self.rect.x -= 5 - if keys[pygame.K_RIGHT]: - self.rect.x += 5 - if keys[pygame.K_UP]: - self.rect.y -= 5 - if keys[pygame.K_DOWN]: - self.rect.y += 5 - - def shift_dimension(self): - self.dimension = 1 - self.dimension # Toggle between 0 and 1 - if self.dimension == 1: - self.image.fill(RED) - else: - self.image.fill(GREEN) - -# Obstacle class -class Obstacle(pygame.sprite.Sprite): - def __init__(self): - super().__init__() - self.image = pygame.Surface((50, 50)) - self.image.fill(BLACK) - self.rect = self.image.get_rect(center=(random.randint(50, WIDTH - 50), random.randint(50, HEIGHT - 50))) - -# Game loop -def main(): - clock = pygame.time.Clock() - player = Player() - obstacles = pygame.sprite.Group() - - for _ in range(5): - obstacle = Obstacle() - obstacles.add(obstacle) - - all_sprites = pygame.sprite.Group() - all_sprites.add(player) - all_sprites.add(obstacles) - - running = True - while running: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - running = False - if event.type == pygame.KEYDOWN: - if event.key == pygame.K_SPACE: - player.shift_dimension() - - all_sprites.update() - - # Check for collisions - if pygame.sprite.spritecollide(player, obstacles, False): - print(""Collision detected!"") - - # Draw everything - screen.fill(WHITE) - all_sprites.draw(screen) - pygame.display.flip() - clock.tick(FPS) - - pygame.quit() - -if __name__ == ""__main__"": - main() -``` - -### Instructions to Run the Game: -1. Make sure you have Python and Pygame installed. You can install Pygame using pip: - ``` - pip install pygame - ``` -2. Copy the code into a Python file, for example, `dimension_shifter.py`. -3. Run the script: - ``` - python dimension_shifter.py - ``` -4. Use the arrow keys to move the player and press the spacebar to shift dimensions. Avoid the black obstacles!",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,LightAndShadowAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game that uses light and shadow mechanics to solve puzzles and navigate levels. This example uses the Pygame library, so make sure you have it installed (`pip install pygame`). - -```python -import pygame -import sys -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -LIGHT_RADIUS = 150 - -# Colors -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -GRAY = (200, 200, 200) - -# Setup the screen -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Light and Shadow Puzzle Game"") - -# Player class -class Player: - def __init__(self, x, y): - self.rect = pygame.Rect(x, y, 30, 30) - - def move(self, dx, dy): - self.rect.x += dx - self.rect.y += dy - self.rect.clamp_ip(screen.get_rect()) - - def draw(self): - pygame.draw.rect(screen, WHITE, self.rect) - -# Light class -class Light: - def __init__(self, x, y): - self.position = (x, y) - - def draw(self): - pygame.draw.circle(screen, (255, 255, 0, 128), self.position, LIGHT_RADIUS) - -# Shadow class -class Shadow: - def __init__(self, x, y): - self.rect = pygame.Rect(x, y, 100, 100) - - def draw(self): - pygame.draw.rect(screen, GRAY, self.rect) - -# Game loop -def main(): - clock = pygame.time.Clock() - player = Player(WIDTH // 2, HEIGHT // 2) - light = Light(WIDTH // 2, HEIGHT // 2) - shadows = [Shadow(random.randint(0, WIDTH - 100), random.randint(0, HEIGHT - 100)) for _ in range(5)] - - while True: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - pygame.quit() - sys.exit() - - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT]: - player.move(-5, 0) - if keys[pygame.K_RIGHT]: - player.move(5, 0) - if keys[pygame.K_UP]: - player.move(0, -5) - if keys[pygame.K_DOWN]: - player.move(0, 5) - - # Update light position - light.position = (player.rect.centerx, player.rect.centery) - - # Draw everything - screen.fill(BLACK) - for shadow in shadows: - shadow.draw() - light.draw() - player.draw() - - pygame.display.flip() - clock.tick(FPS) - -if __name__ == ""__main__"": - main() -``` - -This code creates a simple game where a player can move around the screen, and a light follows the player. Shadows are randomly placed on the screen, and the player must navigate around them. You can expand this game by adding more complex puzzles, obstacles, and interactions based on light and shadow mechanics.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,DreamWeaverAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple text-based game in Python where the player weaves dreams to alter reality and progress through the story: - -```python -import random - -class DreamWeaverGame: - def __init__(self): - self.player_dreams = [] - self.reality = ""normal"" - self.story_progress = 0 - - def display_intro(self): - print(""Welcome to Dream Weaver!"") - print(""You have the power to weave dreams and alter reality."") - print(""Make choices wisely to progress through the story.\n"") - - def weave_dream(self): - dreams = [ - ""a world of endless possibilities"", - ""a land where time stands still"", - ""a realm filled with mythical creatures"", - ""a universe where you can fly"", - ""a place where everyone is kind"", - ""a dream where you are a hero"", - ""a vision of peace and harmony"", - ""a fantasy of great adventures"", - ""a reality where you can read minds"", - ""a dream where you control the weather"" - ] - dream = random.choice(dreams) - self.player_dreams.append(dream) - print(f""You weave a dream of {dream}."") - - def alter_reality(self): - if self.player_dreams: - altered_reality = random.choice(self.player_dreams) - print(f""You alter reality to reflect your dream: {altered_reality}."") - self.story_progress += 1 - else: - print(""You have no dreams woven yet!"") - - def check_progress(self): - if self.story_progress >= 5: - print(""Congratulations! You have transformed reality completely!"") - return True - return False - - def play(self): - self.display_intro() - while True: - action = input(""What would you like to do? (weave/alter/check/quit): "").strip().lower() - if action == ""weave"": - self.weave_dream() - elif action == ""alter"": - self.alter_reality() - elif action == ""check"": - if self.check_progress(): - break - elif action == ""quit"": - print(""Thank you for playing! Goodbye!"") - break - else: - print(""Invalid action. Please choose again."") - -if __name__ == ""__main__"": - game = DreamWeaverGame() - game.play() -``` - -This code implements a simple text-based game where players can weave dreams and alter reality to progress through the story. The game continues until the player has transformed reality completely or chooses to quit.",2024-08-24T18:43:58.791110 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702.csv" deleted file mode 100644 index 3ad17b92b..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarm28e7b5f74143434386b7d8da10ac3702.csv" +++ /dev/null @@ -1,784 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -232bc35e-0775-453a-8814-8e0148d25f6b,GravityShiftGameAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a gravity-shifting game in Python using the Pygame library. This code will create a window where the player can move a square that represents the player character, and the gravity can be shifted in four directions (up, down, left, right). - -Make sure you have Pygame installed in your Python environment. You can install it using pip: - -```bash -pip install pygame -``` - -Here's the Python code for the game: - -```python -import pygame -import sys - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -PLAYER_SIZE = 50 -GRAVITY = 5 - -# Set up the display -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Gravity Shift Game"") - -# Player attributes -player_pos = [WIDTH // 2, HEIGHT // 2] -velocity = [0, 0] -gravity_direction = [0, 0] # x, y gravity direction - -# Game loop -while True: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - pygame.quit() - sys.exit() - if event.type == pygame.KEYDOWN: - if event.key == pygame.K_UP: - gravity_direction = [0, -GRAVITY] - elif event.key == pygame.K_DOWN: - gravity_direction = [0, GRAVITY] - elif event.key == pygame.K_LEFT: - gravity_direction = [-GRAVITY, 0] - elif event.key == pygame.K_RIGHT: - gravity_direction = [GRAVITY, 0] - - # Update velocity based on gravity - velocity[0] += gravity_direction[0] - velocity[1] += gravity_direction[1] - - # Update player position - player_pos[0] += velocity[0] - player_pos[1] += velocity[1] - - # Keep the player within the window boundaries - player_pos[0] = max(0, min(WIDTH - PLAYER_SIZE, player_pos[0])) - player_pos[1] = max(0, min(HEIGHT - PLAYER_SIZE, player_pos[1])) - - # Fill the screen with white - screen.fill(WHITE) - - # Draw the player - pygame.draw.rect(screen, BLACK, (*player_pos, PLAYER_SIZE, PLAYER_SIZE)) - - # Refresh the display - pygame.display.flip() - - # Cap the frame rate - pygame.time.Clock().tick(60) -``` - -In this game: -- The player is represented by a black square. -- The player can shift gravity by pressing the arrow keys (up, down, left, right). -- The square will move in the direction of the gravity, simulating a gravitational pull.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,TimeLoopPuzzleAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here’s a simple text-based game where the player is stuck in a time loop and must solve puzzles to progress. The objective is to escape the loop by solving puzzles presented in each iteration. - -```python -import random - -class TimeLoopGame: - def __init__(self): - self.loop_count = 0 - self.puzzles = [ - (""What has keys but can't open locks?"", ""piano""), - (""I speak without a mouth and hear without ears. What am I?"", ""echo""), - (""I am not alive, but I can grow. I don’t have lungs, but I need air. What am I?"", ""fire""), - (""The more of this there is, the less you see. What is it?"", ""darkness""), - (""What can travel around the world while staying in a corner?"", ""stamp""), - ] - self.current_puzzle = self.get_new_puzzle() - - def get_new_puzzle(self): - puzzle = random.choice(self.puzzles) - return puzzle - - def play(self): - print(""You are stuck in a time loop. Solve the puzzles to escape!"") - while self.loop_count < 3: - print(f""\nLoop {self.loop_count + 1}:"") - question, answer = self.current_puzzle - print(question) - player_answer = input(""Your answer: "").strip().lower() - - if player_answer == answer: - print(""Correct! You've solved the puzzle."") - self.loop_count += 1 - self.current_puzzle = self.get_new_puzzle() - else: - print(""Incorrect. Try again."") - - print(""Congratulations! You've escaped the time loop!"") - -if __name__ == ""__main__"": - game = TimeLoopGame() - game.play() -``` - -This code implements a simple text-based puzzle game where the player answers riddles to progress through loops. The game offers a new puzzle each time the player answers correctly, and the game ends after three successful puzzles.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,ColorSwitchMazeAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player must switch colors to pass through barriers in a maze using Python and the Pygame library: - -```python -import pygame -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -CELL_SIZE = 40 -ROWS, COLS = HEIGHT // CELL_SIZE, WIDTH // CELL_SIZE - -# Colors -WHITE = (255, 255, 255) -RED = (255, 0, 0) -GREEN = (0, 255, 0) -BLUE = (0, 0, 255) -YELLOW = (255, 255, 0) - -# Game Variables -player_color = RED -player_pos = [1, 1] -barriers = [(random.randint(0, ROWS-1), random.randint(0, COLS-1), random.choice([RED, GREEN, BLUE, YELLOW])) for _ in range(10)] - -# Create the screen -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Color Switch Maze"") - -def draw_maze(): - screen.fill(WHITE) - for barrier in barriers: - pygame.draw.rect(screen, barrier[2], (barrier[1] * CELL_SIZE, barrier[0] * CELL_SIZE, CELL_SIZE, CELL_SIZE)) - pygame.draw.rect(screen, player_color, (player_pos[1] * CELL_SIZE, player_pos[0] * CELL_SIZE, CELL_SIZE, CELL_SIZE)) - -def switch_color(): - global player_color - colors = [RED, GREEN, BLUE, YELLOW] - colors.remove(player_color) - player_color = random.choice(colors) - -def main(): - global player_pos - clock = pygame.time.Clock() - running = True - - while running: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - running = False - - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT] and player_pos[1] > 0: - player_pos[1] -= 1 - if keys[pygame.K_RIGHT] and player_pos[1] < COLS - 1: - player_pos[1] += 1 - if keys[pygame.K_UP] and player_pos[0] > 0: - player_pos[0] -= 1 - if keys[pygame.K_DOWN] and player_pos[0] < ROWS - 1: - player_pos[0] += 1 - if keys[pygame.K_SPACE]: - switch_color() - - # Check for collision with barriers - for barrier in barriers: - if player_pos == list(barrier[:2]) and player_color != barrier[2]: - print(""You cannot pass through this barrier!"") - player_pos = [1, 1] # Reset position - - draw_maze() - pygame.display.flip() - clock.tick(FPS) - - pygame.quit() - -if __name__ == ""__main__"": - main() -``` - -To run this code, make sure you have Pygame installed. You can install it using pip: - -```bash -pip install pygame -``` - -This game allows the player to move around a maze and switch colors using the spacebar. The player can only pass through barriers that match their current color.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,SoundWaveSurferAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player rides sound waves to collect items and avoid obstacles using Python and the Pygame library. Make sure you have Pygame installed in your environment (`pip install pygame`). - -```python -import pygame -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -WAVE_HEIGHT = 50 -ITEM_SIZE = 30 -OBSTACLE_SIZE = 50 - -# Colors -WHITE = (255, 255, 255) -BLUE = (0, 0, 255) -RED = (255, 0, 0) -GREEN = (0, 255, 0) - -# Player class -class Player: - def __init__(self): - self.x = WIDTH // 2 - self.y = HEIGHT // 2 - self.size = 30 - self.speed = 5 - - def move(self, dx, dy): - self.x += dx * self.speed - self.y += dy * self.speed - self.x = max(0, min(WIDTH - self.size, self.x)) - self.y = max(0, min(HEIGHT - self.size, self.y)) - - def draw(self, screen): - pygame.draw.rect(screen, BLUE, (self.x, self.y, self.size, self.size)) - -# Item class -class Item: - def __init__(self): - self.x = random.randint(0, WIDTH - ITEM_SIZE) - self.y = random.randint(0, HEIGHT - ITEM_SIZE) - self.size = ITEM_SIZE - - def draw(self, screen): - pygame.draw.rect(screen, GREEN, (self.x, self.y, self.size, self.size)) - -# Obstacle class -class Obstacle: - def __init__(self): - self.x = random.randint(0, WIDTH - OBSTACLE_SIZE) - self.y = random.randint(0, HEIGHT - OBSTACLE_SIZE) - self.size = OBSTACLE_SIZE - - def draw(self, screen): - pygame.draw.rect(screen, RED, (self.x, self.y, self.size, self.size)) - -# Main game function -def main(): - screen = pygame.display.set_mode((WIDTH, HEIGHT)) - pygame.display.set_caption(""Ride the Sound Waves"") - clock = pygame.time.Clock() - - player = Player() - items = [Item() for _ in range(5)] - obstacles = [Obstacle() for _ in range(5)] - score = 0 - - running = True - while running: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - running = False - - keys = pygame.key.get_pressed() - dx = keys[pygame.K_RIGHT] - keys[pygame.K_LEFT] - dy = keys[pygame.K_DOWN] - keys[pygame.K_UP] - player.move(dx, dy) - - # Check for collisions with items - for item in items[:]: - if (player.x < item.x + item.size and - player.x + player.size > item.x and - player.y < item.y + item.size and - player.y + player.size > item.y): - items.remove(item) - score += 1 - - # Check for collisions with obstacles - for obstacle in obstacles: - if (player.x < obstacle.x + obstacle.size and - player.x + player.size > obstacle.x and - player.y < obstacle.y + obstacle.size and - player.y + player.size > obstacle.y): - print(""Game Over! Final Score:"", score) - running = False - - screen.fill(WHITE) - player.draw(screen) - for item in items: - item.draw(screen) - for obstacle in obstacles: - obstacle.draw(screen) - - pygame.display.flip() - clock.tick(FPS) - - pygame.quit() - -if __name__ == ""__main__"": - main() -``` - -This code creates a simple game where the player can move around the screen to collect green items while avoiding red obstacles. The game ends if the player collides with an obstacle, and the final score is displayed in the console.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,ShadowCloneTacticsAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player uses shadow clones to solve tactical puzzles in Python. This game is a text-based console game where the player can create clones to interact with the environment. - -```python -import random - -class Game: - def __init__(self): - self.player_position = (0, 0) - self.clones = 0 - self.puzzle_position = (random.randint(1, 5), random.randint(1, 5)) - self.solved = False - - def display_status(self): - print(f""Player Position: {self.player_position}"") - print(f""Clones Available: {self.clones}"") - print(f""Puzzle Position: {self.puzzle_position}"") - print(""Puzzle Status: "" + (""Solved!"" if self.solved else ""Not Solved"")) - - def move_player(self, direction): - x, y = self.player_position - if direction == 'up': - self.player_position = (x, y + 1) - elif direction == 'down': - self.player_position = (x, y - 1) - elif direction == 'left': - self.player_position = (x - 1, y) - elif direction == 'right': - self.player_position = (x + 1, y) - - def create_clone(self): - if self.clones < 3: - self.clones += 1 - print(""Clone created!"") - else: - print(""Maximum clones reached!"") - - def solve_puzzle(self): - if self.player_position == self.puzzle_position and self.clones > 0: - self.solved = True - print(""Puzzle solved with the help of your clones!"") - else: - print(""You need to be at the puzzle position with at least one clone to solve it."") - - def play(self): - print(""Welcome to the Shadow Clone Puzzle Game!"") - while not self.solved: - self.display_status() - command = input(""Enter command (move [up/down/left/right], clone, solve): "").strip().lower() - if command.startswith(""move""): - _, direction = command.split() - self.move_player(direction) - elif command == ""clone"": - self.create_clone() - elif command == ""solve"": - self.solve_puzzle() - else: - print(""Invalid command. Please try again."") - -if __name__ == ""__main__"": - game = Game() - game.play() -``` - -This code creates a simple text-based game where the player can move around a grid, create shadow clones, and attempt to solve a puzzle by reaching a specific position on the grid. The player can issue commands to move, create clones, or solve the puzzle.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,QuantumLeapAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player can make quantum leaps to different timelines to solve challenges. This game uses a text-based interface for simplicity. - -```python -import random - -class Timeline: - def __init__(self, name, challenge): - self.name = name - self.challenge = challenge - self.solved = False - - def attempt_solve(self, answer): - if answer.lower() == self.challenge['answer'].lower(): - self.solved = True - return True - return False - -class QuantumLeapGame: - def __init__(self): - self.timelines = [ - Timeline(""Ancient Egypt"", {""question"": ""What is the name of the river that was crucial to Egyptian civilization?"", ""answer"": ""Nile""}), - Timeline(""Medieval Europe"", {""question"": ""What was the primary language of the Catholic Church?"", ""answer"": ""Latin""}), - Timeline(""The Renaissance"", {""question"": ""Who painted the Mona Lisa?"", ""answer"": ""Leonardo da Vinci""}), - Timeline(""The Industrial Revolution"", {""question"": ""What invention is James Watt famous for improving?"", ""answer"": ""Steam engine""}), - Timeline(""The 1960s"", {""question"": ""What movement sought to end racial segregation?"", ""answer"": ""Civil Rights""}), - Timeline(""The Future"", {""question"": ""What is the predicted main energy source in 2100?"", ""answer"": ""Fusion""}), - Timeline(""The Wild West"", {""question"": ""What is the term for a lawman in the Old West?"", ""answer"": ""Sheriff""}), - Timeline(""The Space Age"", {""question"": ""Who was the first human in space?"", ""answer"": ""Yuri Gagarin""}), - Timeline(""The Digital Age"", {""question"": ""What does 'HTTP' stand for?"", ""answer"": ""HyperText Transfer Protocol""}), - Timeline(""The Age of Exploration"", {""question"": ""Who discovered America?"", ""answer"": ""Christopher Columbus""}), - ] - self.current_timeline = None - - def leap_to_timeline(self): - self.current_timeline = random.choice(self.timelines) - print(f""\nYou have leaped to the timeline: {self.current_timeline.name}"") - print(f""Challenge: {self.current_timeline.challenge['question']}"") - - def play(self): - print(""Welcome to Quantum Leap Game!"") - while True: - self.leap_to_timeline() - answer = input(""Your answer (or type 'exit' to quit): "") - if answer.lower() == 'exit': - print(""Thanks for playing!"") - break - if self.current_timeline.attempt_solve(answer): - print(""Correct! Challenge solved."") - else: - print(""Incorrect. Try again in a different timeline."") - -if __name__ == ""__main__"": - game = QuantumLeapGame() - game.play() -``` - -This game allows players to jump to different timelines, each with a unique challenge that they must solve to progress. The player can continue leaping through timelines until they choose to exit the game.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,EmotionControlRPGAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a Python implementation of a role-playing game where the player controls emotions to influence the world and characters: - -```python -import random - -class Character: - def __init__(self, name): - self.name = name - self.emotion = random.choice(['happy', 'sad', 'angry', 'fearful', 'calm']) - - def change_emotion(self, new_emotion): - self.emotion = new_emotion - print(f""{self.name}'s emotion changed to {self.emotion}!"") - - def __str__(self): - return f""{self.name} is feeling {self.emotion}."" - - -class Player: - def __init__(self, name): - self.name = name - self.emotion = 'neutral' - - def influence(self, character, emotion): - print(f""{self.name} influences {character.name} to feel {emotion}."") - character.change_emotion(emotion) - - def __str__(self): - return f""{self.name} is feeling {self.emotion}."" - - -class Game: - def __init__(self): - self.characters = [Character(""Alice""), Character(""Bob""), Character(""Charlie"")] - self.player = Player(""You"") - - def display_characters(self): - for character in self.characters: - print(character) - - def choose_emotion(self): - emotions = ['happy', 'sad', 'angry', 'fearful', 'calm'] - print(""Choose an emotion to influence characters:"") - for i, emotion in enumerate(emotions): - print(f""{i + 1}: {emotion}"") - choice = int(input(""Enter the number of your choice: "")) - 1 - return emotions[choice] - - def play(self): - while True: - self.display_characters() - chosen_emotion = self.choose_emotion() - for character in self.characters: - self.player.influence(character, chosen_emotion) - cont = input(""Do you want to continue influencing emotions? (yes/no): "") - if cont.lower() != 'yes': - break - -if __name__ == ""__main__"": - game = Game() - game.play() -``` - -This code creates a simple text-based role-playing game where the player can influence the emotions of different characters. The player can choose an emotion, and that emotion will be applied to each character in the game. The game continues until the player decides to stop.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,DimensionShiftAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game where the player shifts between dimensions to overcome obstacles using Python and the Pygame library. This example demonstrates basic mechanics of dimension shifting. - -```python -import pygame -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -RED = (255, 0, 0) -GREEN = (0, 255, 0) - -# Set up the display -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Dimension Shifter"") - -# Player class -class Player(pygame.sprite.Sprite): - def __init__(self): - super().__init__() - self.image = pygame.Surface((50, 50)) - self.image.fill(GREEN) - self.rect = self.image.get_rect(center=(WIDTH // 2, HEIGHT // 2)) - self.dimension = 0 # 0 for normal, 1 for shifted - - def update(self): - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT]: - self.rect.x -= 5 - if keys[pygame.K_RIGHT]: - self.rect.x += 5 - if keys[pygame.K_UP]: - self.rect.y -= 5 - if keys[pygame.K_DOWN]: - self.rect.y += 5 - - def shift_dimension(self): - self.dimension = 1 - self.dimension # Toggle between 0 and 1 - if self.dimension == 1: - self.image.fill(RED) - else: - self.image.fill(GREEN) - -# Obstacle class -class Obstacle(pygame.sprite.Sprite): - def __init__(self): - super().__init__() - self.image = pygame.Surface((50, 50)) - self.image.fill(BLACK) - self.rect = self.image.get_rect(center=(random.randint(50, WIDTH - 50), random.randint(50, HEIGHT - 50))) - -# Game loop -def main(): - clock = pygame.time.Clock() - player = Player() - obstacles = pygame.sprite.Group() - - for _ in range(5): - obstacle = Obstacle() - obstacles.add(obstacle) - - all_sprites = pygame.sprite.Group() - all_sprites.add(player) - all_sprites.add(obstacles) - - running = True - while running: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - running = False - if event.type == pygame.KEYDOWN: - if event.key == pygame.K_SPACE: - player.shift_dimension() - - all_sprites.update() - - # Check for collisions - if pygame.sprite.spritecollide(player, obstacles, False): - print(""Collision detected!"") - - # Draw everything - screen.fill(WHITE) - all_sprites.draw(screen) - pygame.display.flip() - clock.tick(FPS) - - pygame.quit() - -if __name__ == ""__main__"": - main() -``` - -### Instructions to Run the Game: -1. Make sure you have Python and Pygame installed. You can install Pygame using pip: - ``` - pip install pygame - ``` -2. Copy the code into a Python file, for example, `dimension_shifter.py`. -3. Run the script: - ``` - python dimension_shifter.py - ``` -4. Use the arrow keys to move the player and press the spacebar to shift dimensions. Avoid the black obstacles!",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,LightAndShadowAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple implementation of a game that uses light and shadow mechanics to solve puzzles and navigate levels. This example uses the Pygame library, so make sure you have it installed (`pip install pygame`). - -```python -import pygame -import sys -import random - -# Initialize Pygame -pygame.init() - -# Constants -WIDTH, HEIGHT = 800, 600 -FPS = 60 -LIGHT_RADIUS = 150 - -# Colors -WHITE = (255, 255, 255) -BLACK = (0, 0, 0) -GRAY = (200, 200, 200) - -# Setup the screen -screen = pygame.display.set_mode((WIDTH, HEIGHT)) -pygame.display.set_caption(""Light and Shadow Puzzle Game"") - -# Player class -class Player: - def __init__(self, x, y): - self.rect = pygame.Rect(x, y, 30, 30) - - def move(self, dx, dy): - self.rect.x += dx - self.rect.y += dy - self.rect.clamp_ip(screen.get_rect()) - - def draw(self): - pygame.draw.rect(screen, WHITE, self.rect) - -# Light class -class Light: - def __init__(self, x, y): - self.position = (x, y) - - def draw(self): - pygame.draw.circle(screen, (255, 255, 0, 128), self.position, LIGHT_RADIUS) - -# Shadow class -class Shadow: - def __init__(self, x, y): - self.rect = pygame.Rect(x, y, 100, 100) - - def draw(self): - pygame.draw.rect(screen, GRAY, self.rect) - -# Game loop -def main(): - clock = pygame.time.Clock() - player = Player(WIDTH // 2, HEIGHT // 2) - light = Light(WIDTH // 2, HEIGHT // 2) - shadows = [Shadow(random.randint(0, WIDTH - 100), random.randint(0, HEIGHT - 100)) for _ in range(5)] - - while True: - for event in pygame.event.get(): - if event.type == pygame.QUIT: - pygame.quit() - sys.exit() - - keys = pygame.key.get_pressed() - if keys[pygame.K_LEFT]: - player.move(-5, 0) - if keys[pygame.K_RIGHT]: - player.move(5, 0) - if keys[pygame.K_UP]: - player.move(0, -5) - if keys[pygame.K_DOWN]: - player.move(0, 5) - - # Update light position - light.position = (player.rect.centerx, player.rect.centery) - - # Draw everything - screen.fill(BLACK) - for shadow in shadows: - shadow.draw() - light.draw() - player.draw() - - pygame.display.flip() - clock.tick(FPS) - -if __name__ == ""__main__"": - main() -``` - -This code creates a simple game where a player can move around the screen, and a light follows the player. Shadows are randomly placed on the screen, and the player must navigate around them. You can expand this game by adding more complex puzzles, obstacles, and interactions based on light and shadow mechanics.",2024-08-24T18:43:58.791110 -232bc35e-0775-453a-8814-8e0148d25f6b,DreamWeaverAgent,"Create 10 unique Python games using novel and unseen game design patterns, each game should be implemented by a different agent and output only the Python code for the game.","Here's a simple text-based game in Python where the player weaves dreams to alter reality and progress through the story: - -```python -import random - -class DreamWeaverGame: - def __init__(self): - self.player_dreams = [] - self.reality = ""normal"" - self.story_progress = 0 - - def display_intro(self): - print(""Welcome to Dream Weaver!"") - print(""You have the power to weave dreams and alter reality."") - print(""Make choices wisely to progress through the story.\n"") - - def weave_dream(self): - dreams = [ - ""a world of endless possibilities"", - ""a land where time stands still"", - ""a realm filled with mythical creatures"", - ""a universe where you can fly"", - ""a place where everyone is kind"", - ""a dream where you are a hero"", - ""a vision of peace and harmony"", - ""a fantasy of great adventures"", - ""a reality where you can read minds"", - ""a dream where you control the weather"" - ] - dream = random.choice(dreams) - self.player_dreams.append(dream) - print(f""You weave a dream of {dream}."") - - def alter_reality(self): - if self.player_dreams: - altered_reality = random.choice(self.player_dreams) - print(f""You alter reality to reflect your dream: {altered_reality}."") - self.story_progress += 1 - else: - print(""You have no dreams woven yet!"") - - def check_progress(self): - if self.story_progress >= 5: - print(""Congratulations! You have transformed reality completely!"") - return True - return False - - def play(self): - self.display_intro() - while True: - action = input(""What would you like to do? (weave/alter/check/quit): "").strip().lower() - if action == ""weave"": - self.weave_dream() - elif action == ""alter"": - self.alter_reality() - elif action == ""check"": - if self.check_progress(): - break - elif action == ""quit"": - print(""Thank you for playing! Goodbye!"") - break - else: - print(""Invalid action. Please choose again."") - -if __name__ == ""__main__"": - game = DreamWeaverGame() - game.play() -``` - -This code implements a simple text-based game where players can weave dreams and alter reality to progress through the story. The game continues until the player has transformed reality completely or chooses to quit.",2024-08-24T18:43:58.791110 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0 2.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0 2.csv" deleted file mode 100644 index 8c2086c5e..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0 2.csv" +++ /dev/null @@ -1,547 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -88869728-c1dd-4f2c-998d-7971f5a61337,Twitter Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Tweet 1: -🚀 Excited to introduce our game-changing feature: #SpreadSheetSwarm! 🌐 Now you can run multiple agents in parallel with ease. Transform your data management today! 🔍✨ Check it out: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #DataManagement #Efficiency - ---- - -### Tweet 2 (Thread): -🧵 1/5 Big news for all data aficionados! 🎉 Meet our #SpreadSheetSwarm feature! Now you can manage multiple agents seamlessly, boosting your productivity like never before. 💪📊 - -2/5 Imagine running complex calculations, data entry, and analysis in parallel. Say goodbye to manual tasks! 🙌✨ - -3/5 Whether you're a small business or a data guru, #SpreadSheetSwarm is here to supercharge your workflow! 🚀💼 - -4/5 Want to see it in action? Check out our comprehensive guide: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) 📝🔗 - -5/5 Join the data revolution today! Let’s swarm together! 🥳 #Automation #DataAnalysis - ---- - -### Tweet 3: -📣 Ready to optimize your data processes? Meet #SpreadSheetSwarm! 🌟 Run multiple agents in parallel and watch your productivity soar! 📈✨ Discover how: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #BusinessIntelligence #TechInnovation - ---- - -### Tweet 4: -🎊 The future of data management is here! Introducing #SpreadSheetSwarm — your new ally in running parallel agents for ultimate efficiency! 🤖💡 - -Why struggle alone? Embrace the swarm: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) 🔥 #DataProcessing #ProductivityHacks - ---- - -### Retweet Suggestion: -🔄 Have you heard about our new feature, #SpreadSheetSwarm? It’s a game-changer for running multiple agents! Dive into the details and level up your data game! 🌊📊 [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #TechTrends #DataDriven - ---- - -Feel free to mix and match these tweets, or let me know if you need more variations or specific angles!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Facebook Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","**🌟 Exciting News for All Our Users! 🌟** - -🚀 Discover the power of our new **SpreadSheet Swarm** feature! 🎉 This innovative tool allows you to manage multiple agents seamlessly, making your workflow smoother and more efficient than ever before. - -✅ Whether you're coordinating projects, tracking data, or collaborating with your team, the SpreadSheet Swarm is here to revolutionize the way you work! - -👉 **Learn more and see it in action:** [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -🔗 Join the conversation! Share your thoughts and experiences with the SpreadSheet Swarm in the comments below! We love hearing how our features are making a difference in your work! - -#SpreadSheetSwarm #Productivity #Teamwork #Innovation #SwarmsCorp - ---- - -**💬 Engage with Our Community! 💬** - -Hey everyone! 👋 We’re thrilled to introduce our latest feature – the **SpreadSheet Swarm!** 🌐✨ - -This game-changing tool lets you manage multiple agents effortlessly, enhancing collaboration and productivity. It's perfect for teams of all sizes! - -💡 Have you tried it yet? What do you think? Share your feedback and tips below! Let’s help each other make the most of this amazing feature! - -👉 Check out the full details here: [Learn More](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -#Swarms #SpreadSheetSwarm #Collaboration #Efficiency - ---- - -**📣 Attention All Team Leaders & Project Managers! 📣** - -We are excited to announce the launch of our **SpreadSheet Swarm** feature! 🎊 - -✨ With this new tool, you can manage multiple agents at once, making teamwork more efficient than ever. Say goodbye to chaos and hello to streamlined processes! - -🔍 Want to learn more? Click here: [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -Let’s hear how you plan to use the SpreadSheet Swarm in your projects! Drop your ideas in the comments below! 💬 - -#SpreadSheetSwarm #TeamManagement #SwarmsCorp #Innovation - ---- - -Feel free to post these updates in relevant Facebook Groups and Pages focused on productivity, project management, and technology to maximize engagement and visibility!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Instagram Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Instagram Marketing Strategy for SpreadSheet Swarm Feature - -**1. Visual Content Creation:** - -- **Reels:** - - **Teaser Video:** Create a 15-30 second reel showcasing the SpreadSheet Swarm feature in action. Use dynamic transitions to highlight key functionalities, such as managing multiple agents, real-time collaboration, and data visualization. - - **Text Overlay:** ""Meet the SpreadSheet Swarm! 🚀 Manage your agents like never before!"" - - **Call to Action:** ""Swipe up to learn more!"" with a swipe-up link to the documentation. - -- **Before & After Comparison:** - - Create a split-screen reel showing the chaos of managing agents without the feature versus the organized, streamlined process with SpreadSheet Swarm. - - **Text Overlay:** ""Transform your workflow! ✨"" - - **Background Music:** Upbeat, motivational track to keep viewers engaged. - -**2. IGTV Series:** - -- **Feature Deep Dive:** - - Host a 5-10 minute IGTV episode where you explain the SpreadSheet Swarm feature in detail. Include screen recordings of the feature in use, testimonials from beta testers, and a Q&A segment addressing common questions. - - **Title:** ""Unlock the Power of Collaboration with SpreadSheet Swarm!"" - - **Description:** ""Join us as we explore how the SpreadSheet Swarm can revolutionize your workflow. Perfect for teams of all sizes! 🌟"" - -- **User Testimonials:** - - Create a series of IGTV videos featuring users sharing their experiences and how the feature has improved their productivity. - - **Title:** ""Real Users, Real Results: SpreadSheet Swarm Success Stories"" - - **Description:** ""Hear from our community about how SpreadSheet Swarm has transformed their processes!"" - -**3. Instagram Stories:** - -- **Countdown to Launch:** - - Use stories to build anticipation before the feature launch. Include countdown stickers and sneak peeks of the interface. - - **Story Idea:** ""3 days to go until you can streamline your workflow! ⏳"" - -- **Polls and Engagement:** - - Create interactive polls asking your audience about their current challenges in managing agents and how they think the SpreadSheet Swarm could help. - - **Example Poll:** ""Do you struggle with managing multiple agents? Yes/No"" - -- **Quick Tips:** - - Share bite-sized tips on how to maximize the use of the SpreadSheet Swarm feature. Use engaging graphics and animations. - - **Tip Example:** ""Tip #1: Use color coding for better visibility! 🎨"" - -**4. Hashtags and Engagement:** - -- Use relevant hashtags to increase visibility: - - #SpreadSheetSwarm #ProductivityTools #TeamCollaboration #WorkflowOptimization #SwarmsCorp - -- Engage with followers by responding to comments and DMs promptly. Encourage them to share their experiences using the feature with a dedicated hashtag. - -**5. Collaboration with Influencers:** - -- Partner with productivity and tech influencers to showcase the SpreadSheet Swarm feature. Have them create content (Reels, IGTV) demonstrating the feature and its benefits to their audience. - -### Conclusion - -By utilizing visually appealing content through Instagram Reels, IGTV, and Stories, we can effectively promote the SpreadSheet Swarm feature, engage our audience, and drive traffic to our documentation. Let’s make this launch a success! 🚀",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,LinkedIn Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### LinkedIn Post - -🚀 **Introducing the SpreadSheet Swarm Feature!** 🚀 - -We are excited to unveil our latest innovation: the **SpreadSheet Swarm** feature! Designed for professionals who manage multiple agents in parallel, this game-changing tool streamlines your workflow and enhances productivity like never before. - -✨ **Key Benefits:** -- **Parallel Management:** Handle multiple agents simultaneously with ease. -- **Increased Efficiency:** Save time and reduce errors with automated processes. -- **User-Friendly Interface:** Navigate through your tasks effortlessly. - -Don't miss out on this opportunity to elevate your project management game! - -🔗 Explore more about the SpreadSheet Swarm feature here: [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -Join the conversation! How do you manage your projects? Share your thoughts and experiences in the comments below! 👇 - -#Productivity #ProjectManagement #Innovation #SpreadSheetSwarm #SwarmsCorp - ---- - -### LinkedIn Article - -**Unlocking New Levels of Efficiency with the SpreadSheet Swarm Feature** - -In today’s fast-paced business environment, efficiency is key. As professionals, we often find ourselves juggling multiple projects, deadlines, and teams. That’s where our new **SpreadSheet Swarm** feature comes in—a revolutionary tool designed to transform the way you manage multiple agents in parallel. - -**What is the SpreadSheet Swarm?** - -The SpreadSheet Swarm feature allows you to effortlessly manage and coordinate multiple agents at once. With its intuitive interface and powerful capabilities, you can streamline your workflow, reduce the risk of errors, and ultimately save valuable time. - -**Why You Should Embrace the SpreadSheet Swarm:** - -1. **Enhanced Collaboration:** Work seamlessly with your team members, ensuring everyone is on the same page. -2. **Real-Time Updates:** Stay informed with instant updates and notifications as tasks progress. -3. **Data-Driven Decisions:** Utilize comprehensive analytics to make informed choices and improve project outcomes. - -**How to Get Started** - -Getting started with the SpreadSheet Swarm is simple! Visit our documentation to learn how to integrate this feature into your workflow and unlock its full potential: [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -**Join the Conversation!** - -We want to hear from you! How do you currently manage multiple projects? What challenges do you face? Share your insights in the comments, and let’s discuss how the SpreadSheet Swarm can help you overcome them. - -Together, let’s embrace innovation and elevate our productivity to new heights! - -#SwarmsCorp #SpreadSheetSwarm #Efficiency #Collaboration #Innovation #ProjectManagement - ---- - -### Social Media Engagement Ideas - -1. **Poll:** Create a poll asking your audience about their biggest challenges in project management. Follow up with insights on how the SpreadSheet Swarm can address those challenges. - -2. **Webinar Announcement:** Host a webinar showcasing the SpreadSheet Swarm feature in action. Invite industry professionals to share their experiences. - -3. **User Testimonials:** Share success stories or testimonials from early users of the SpreadSheet Swarm feature to build credibility and interest. - -By leveraging these strategies, we can create a buzz around the SpreadSheet Swarm feature and engage with industry professionals effectively. Let’s spread the word! 🌍",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,TikTok Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","**Video 1: ""The Future of Team Management!""** - -*Visuals:* Quick cuts of a busy office, people working on spreadsheets, and frustrated expressions. Transition to a sleek animation showcasing the SpreadSheet Swarm interface. - -*Audio:* Trending upbeat music (e.g., ""Levitating"" by Dua Lipa) - -*Text Overlay:* ""Tired of managing agents the old way? 🚫🗂️"" - -*Voiceover:* ""Introducing SpreadSheet Swarm! The revolutionary way to manage your team!"" - -*Call to Action:* ""Tap the link to see it in action! 🚀"" - -*Hashtags:* #SpreadSheetSwarm #TeamManagement #TechInnovation #ProductivityHacks - ---- - -**Video 2: ""Why You Need SpreadSheet Swarm!""** - -*Visuals:* A split-screen showing ""Before"" (chaotic spreadsheet management) and ""After"" (smooth, organized management with SpreadSheet Swarm). - -*Audio:* Trending sound bite (e.g., ""Oh no, oh no, oh no, no, no, no"" sound) - -*Text Overlay:* ""Before: Chaos 😱 | After: Control 😌"" - -*Voiceover:* ""Say goodbye to spreadsheet chaos! With SpreadSheet Swarm, you can manage agents like never before!"" - -*Call to Action:* ""Check it out now! Link in bio! 🔗"" - -*Hashtags:* #SpreadSheetSwarm #WorkSmarter #OfficeLife #Innovation - ---- - -**Video 3: ""Unleash Your Team's Potential!""** - -*Visuals:* Shots of happy team members collaborating, using the SpreadSheet Swarm feature on their devices, and celebrating success. - -*Audio:* Trending motivational sound (e.g., ""We Are the Champions"" by Queen) - -*Text Overlay:* ""Unlock your team's potential! 🔑✨"" - -*Voiceover:* ""With SpreadSheet Swarm, collaboration has never been easier. Empower your agents and watch them thrive!"" - -*Call to Action:* ""Join the swarm today! Link in bio! 🌟"" - -*Hashtags:* #SpreadSheetSwarm #Teamwork #Empowerment #Success - ---- - -**Video 4: ""Quick Tips for Using SpreadSheet Swarm!""** - -*Visuals:* Fast-paced clips of the SpreadSheet Swarm interface with quick tips popping up, like ""Organize Effortlessly!"" and ""Collaborate Seamlessly!"" - -*Audio:* Trending catchy sound (e.g., ""Savage Love"" by Jawsh 685) - -*Text Overlay:* ""Quick Tips for Success! 💡"" - -*Voiceover:* ""Ready to transform your workflow? Here are quick tips to maximize your SpreadSheet Swarm experience!"" - -*Call to Action:* ""Learn more and get started now! 🚀"" - -*Hashtags:* #SpreadSheetSwarm #ProductivityTips #Workflow #Efficiency - ---- - -**Video 5: ""Join the SpreadSheet Swarm Revolution!""** - -*Visuals:* A dynamic montage of users engaging with the feature, smiling, and sharing their experiences. - -*Audio:* Trending viral sound (e.g., ""It's a vibe"" sound) - -*Text Overlay:* ""Join the revolution! 🌍✨"" - -*Voiceover:* ""Thousands are already experiencing the power of SpreadSheet Swarm. Are you ready to join the revolution?"" - -*Call to Action:* ""Discover how at the link! 🔗"" - -*Hashtags:* #SpreadSheetSwarm #JoinTheRevolution #TechCommunity #Innovation - ---- - -Feel free to adjust the visuals and sounds based on current TikTok trends and your target audience!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,YouTube Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Video Content Ideas for Promoting the SpreadSheet Swarm Feature - -#### 1. **Introduction to SpreadSheet Swarm: What It Is and Why You Need It** - - **Content**: A brief overview of the SpreadSheet Swarm feature, explaining its purpose and benefits. - - **Visuals**: Engaging animations and infographics that illustrate the key features. - - **Call to Action**: “Watch our latest video on the SpreadSheet Swarm feature and see how it can revolutionize your workflow! [Link]” - -#### 2. **Step-by-Step Tutorial: Getting Started with SpreadSheet Swarm** - - **Content**: A detailed tutorial demonstrating how to set up and use the SpreadSheet Swarm feature. - - **Visuals**: Screen recordings showing the setup process, with voiceover instructions. - - **Call to Action**: “Ready to streamline your spreadsheet tasks? Check out our full tutorial here! [Link]” - -#### 3. **Real-World Use Cases: How Businesses Are Using SpreadSheet Swarm** - - **Content**: Interviews with users who have successfully integrated the SpreadSheet Swarm feature into their workflow. - - **Visuals**: Clips of users showcasing their improved productivity and collaboration. - - **Call to Action**: “Discover how others are transforming their workflow with SpreadSheet Swarm! Watch now! [Link]” - -#### 4. **Feature Spotlight: Key Functionalities of SpreadSheet Swarm** - - **Content**: A focused video highlighting specific features such as real-time collaboration, data synchronization, and version control. - - **Visuals**: Split-screen comparisons showing traditional spreadsheet methods vs. SpreadSheet Swarm. - - **Call to Action**: “See the difference for yourself! Dive into our feature spotlight! [Link]” - -#### 5. **Live Demo: SpreadSheet Swarm in Action** - - **Content**: A live demonstration where a host uses the SpreadSheet Swarm feature to solve a common spreadsheet problem. - - **Visuals**: Real-time interaction with the software, showcasing its capabilities. - - **Call to Action**: “Don’t miss our live demo! Experience the power of SpreadSheet Swarm firsthand! [Link]” - -#### 6. **Tips & Tricks: Maximizing Your Use of SpreadSheet Swarm** - - **Content**: A video sharing expert tips on how to get the most out of the SpreadSheet Swarm feature. - - **Visuals**: Quick, engaging clips that highlight shortcuts and advanced features. - - **Call to Action**: “Unlock the full potential of SpreadSheet Swarm with our expert tips! Watch now! [Link]” - -### Social Media Promotion Strategy - -1. **Teaser Posts**: Share short clips or GIFs from the videos on platforms like Twitter, Instagram, and LinkedIn to generate interest. - - **Example Post**: “Excited to introduce our new SpreadSheet Swarm feature! Check out this sneak peek! [Link]” - -2. **Engagement Posts**: Create polls or questions related to spreadsheet challenges, encouraging followers to share their experiences. - - **Example Post**: “What’s your biggest spreadsheet challenge? Let us know in the comments! And stay tuned for our SpreadSheet Swarm feature launch! [Link]” - -3. **Countdown to Launch**: Use countdown graphics leading up to the video release to build anticipation. - - **Example Post**: “Only 3 days until we reveal the game-changing SpreadSheet Swarm feature! Are you ready? [Link]” - -4. **User-Generated Content**: Encourage users to share their experiences with the SpreadSheet Swarm feature using a specific hashtag. - - **Example Post**: “Have you tried the SpreadSheet Swarm feature yet? Share your experience with #SpreadSheetSwarm and get featured!” - -5. **Cross-Promotion**: Collaborate with influencers or industry leaders to share the video content on their platforms. - - **Example Post**: “Excited to partner with [Influencer Name] to showcase the amazing SpreadSheet Swarm feature! Check it out! [Link]” - -By implementing these video content ideas and social media strategies, we can effectively promote the SpreadSheet Swarm feature and engage a wider audience.",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Pinterest Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Pinterest Marketing Strategy for SpreadSheet Swarm Feature - -#### Board Ideas: -1. **SpreadSheet Swarm Overview** - - Pin Title: ""Unlock the Power of Collaboration with SpreadSheet Swarm!"" - - Description: ""Discover how our SpreadSheet Swarm feature can revolutionize your team’s productivity. Perfect for managing multiple agents seamlessly!"" - - Visual: Eye-catching infographic summarizing the benefits of SpreadSheet Swarm. - -2. **Step-by-Step Guide to Using SpreadSheet Swarm** - - Pin Title: ""Step-by-Step Guide: Mastering SpreadSheet Swarm"" - - Description: ""Follow our easy guide to get started with SpreadSheet Swarm and enhance your team's efficiency!"" - - Visual: A multi-step infographic that visually breaks down the process of setting up and using the feature. - -3. **Top Tips for Maximizing SpreadSheet Swarm** - - Pin Title: ""Top 5 Tips to Maximize Your SpreadSheet Swarm Experience"" - - Description: ""Learn the best practices for using SpreadSheet Swarm to its fullest potential!"" - - Visual: A visually appealing list format with icons representing each tip. - -4. **Success Stories with SpreadSheet Swarm** - - Pin Title: ""Real Results: How Teams are Thriving with SpreadSheet Swarm"" - - Description: ""Check out these success stories from teams that have transformed their workflow using SpreadSheet Swarm!"" - - Visual: Before-and-after style infographic showcasing metrics and testimonials. - -5. **Common FAQs about SpreadSheet Swarm** - - Pin Title: ""Got Questions? Here are the FAQs about SpreadSheet Swarm!"" - - Description: ""Find answers to the most common questions about our new feature and how it can benefit your team."" - - Visual: A clean, easy-to-read FAQ format with engaging graphics. - -#### Sample Pins: -1. **Pin for Overview** - - Image: A vibrant graphic with the text ""SpreadSheet Swarm: Collaborate Like Never Before!"" overlaying a background of a team working together. - - Link: [Explore the Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -2. **Pin for Step-by-Step Guide** - - Image: A step-by-step flowchart showing the process of setting up SpreadSheet Swarm. - - Link: [Get Started Now](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -3. **Pin for Tips** - - Image: A visually appealing list with icons for each tip, such as ""1. Set Clear Goals"", ""2. Use Templates"", etc. - - Link: [Maximize Your Experience](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -4. **Pin for Success Stories** - - Image: A split image showing a chaotic workspace on one side and an organized team using SpreadSheet Swarm on the other. - - Link: [Read Success Stories](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -5. **Pin for FAQs** - - Image: A question mark graphic with the text ""Your Questions Answered!"" and a clean layout of FAQs. - - Link: [Find Answers](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -### Engagement Strategies: -- **Pin Consistently**: Schedule pins to be posted regularly to keep the audience engaged. -- **Use Hashtags**: Incorporate relevant hashtags like #Productivity, #Teamwork, #Collaboration, #SpreadSheetSwarm. -- **Engage with Comments**: Respond to comments and questions on pins to foster community interaction. -- **Collaborate with Influencers**: Partner with productivity and tech influencers to share your pins and reach a wider audience. - -By implementing this Pinterest marketing strategy, you can effectively promote the SpreadSheet Swarm feature and engage with your target audience.",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Reddit Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","Sure! Here’s how I would engage with relevant subreddits to promote the SpreadSheet Swarm feature: - ---- - -**Subreddit: r/Productivity** - -**Post Title:** Boost Your Productivity with the New SpreadSheet Swarm Feature! - -**Post Content:** -Hey everyone! I wanted to share an exciting new tool that can really enhance your productivity when managing multiple agents. Have you heard about the SpreadSheet Swarm feature? It allows you to efficiently organize and manage your tasks across various agents, making collaboration smoother than ever. If you're looking for a way to streamline your workflow, this might be just what you need! Check it out here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). Would love to hear your thoughts! - ---- - -**Subreddit: r/Entrepreneur** - -**Post Title:** Revolutionize Your Team Management with SpreadSheet Swarm! - -**Post Content:** -Hello, fellow entrepreneurs! I recently discovered the SpreadSheet Swarm feature, and I think it could be a game-changer for managing teams. It’s designed to help you coordinate multiple agents effortlessly, ensuring everyone is on the same page. If you’re juggling various projects or team members, this tool could save you a lot of time and hassle. Check it out here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). Have any of you tried it yet? - ---- - -**Subreddit: r/Tech** - -**Post Title:** New Tool Alert: SpreadSheet Swarm for Efficient Agent Management! - -**Post Content:** -Hey tech enthusiasts! I wanted to bring your attention to a new feature called SpreadSheet Swarm. It’s designed for those who need to manage multiple agents and tasks seamlessly. The integration of this tool can significantly improve your workflow and collaboration efforts. If you’re interested in optimizing your processes, check it out here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). What do you think about tools like this? - ---- - -**Subreddit: r/RemoteWork** - -**Post Title:** Enhance Your Remote Team Collaboration with SpreadSheet Swarm! - -**Post Content:** -Hi everyone! For those of you working remotely and managing teams, I wanted to share a fantastic feature called SpreadSheet Swarm. It’s perfect for keeping track of multiple agents and ensuring everyone is aligned on tasks. This could be a great addition to your remote work toolkit! Learn more about it here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). I’d love to hear how you manage your remote teams! - ---- - -Feel free to adjust the tone or content based on the specific subreddit culture!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Snapchat Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Snapchat Marketing Campaign for SpreadSheet Swarm - -#### Snap 1: Introduce the Feature -**Snap Text:** ""🚀 Say hello to the future of collaboration! Introducing the SpreadSheet Swarm feature! 📊✨"" -**Filter:** Use a vibrant, animated filter that adds floating spreadsheets and buzzing bees around the screen. -**Voiceover:** “Manage your agents like a pro with our new SpreadSheet Swarm feature! Perfect for teamwork and efficiency!” - -#### Snap 2: Highlight Key Benefits -**Snap Text:** ""🌟 Why Choose SpreadSheet Swarm? 🌟"" -**Lenses:** Use a lens that adds animated checkmarks and thumbs up as the benefits appear. -- Benefit 1: ""📈 Streamline your workflow!"" -- Benefit 2: ""🤝 Collaborate in real-time!"" -- Benefit 3: ""⚡ Boost productivity by 50%!"" - -#### Snap 3: Use Case Scenario -**Snap Text:** ""Real-World Impact! 🌍✨"" -**Filter:** A “day in the life” filter that transitions from a messy desk to a clean, organized workspace as the Snap progresses. -**Voiceover:** “Watch how a team transformed their chaos into clarity with SpreadSheet Swarm! Swipe up to see how you can do it too!” - -#### Snap 4: User Testimonials -**Snap Text:** ""💬 Hear from our users! 💬"" -**Lenses:** Use a speech bubble lens to animate testimonials. -1. “I never thought managing spreadsheets could be this easy!” - Sarah, Team Lead -2. “SpreadSheet Swarm changed the way we collaborate!” - Mike, Project Manager - -#### Snap 5: Call to Action -**Snap Text:** ""Ready to spread your wings? 🐝✨"" -**Filter:** A buzzing bee filter that surrounds the screen, emphasizing action and excitement. -**Voiceover:** “Discover the power of SpreadSheet Swarm! Swipe up to learn more and start your journey today! 👉 [Insert Swipe Up Link]” - ---- - -### Story Sequence: SpreadSheet Swarm Feature Launch - -**Story Slide 1: Teaser** -- **Background:** A blurred image of a busy spreadsheet. -- **Text Overlay:** ""Something exciting is coming... 👀 Stay tuned!"" - -**Story Slide 2: Feature Reveal** -- **Background:** A visually appealing graphic of the SpreadSheet Swarm interface. -- **Text Overlay:** ""Introducing SpreadSheet Swarm! 🚀 The ultimate tool for managing your agents."" - -**Story Slide 3: Key Features** -- **Background:** Quick video clips showing the features in action. -- **Text Overlay:** ""Real-time collaboration. Enhanced productivity. Easy management! 📈"" - -**Story Slide 4: How It Works** -- **Background:** Animated step-by-step guide. -- **Text Overlay:** ""Get started in 3 simple steps! 🔄"" - -**Story Slide 5: User Reactions** -- **Background:** Clips of users reacting positively. -- **Text Overlay:** ""Join the swarm! 🐝 See what everyone is buzzing about!"" - -**Story Slide 6: Final Call to Action** -- **Background:** Energetic music playing. -- **Text Overlay:** ""Swipe up to unlock the power of SpreadSheet Swarm! 🚀 [Insert Swipe Up Link]"" - ---- - -### Engagement Strategies -- **Polls:** Include a poll in the story asking viewers if they manage spreadsheets. -- **Countdown:** Add a countdown sticker for the official launch date of the feature. -- **User-Generated Content:** Encourage users to share their experiences using the feature with a dedicated hashtag (#SpreadSheetSwarm). - -This campaign will not only create buzz but also drive engagement and awareness for the SpreadSheet Swarm feature! 🌟",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Quora Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","**Post for Facebook:** - -🚀 Exciting News, Swarm Community! 🚀 - -We are thrilled to introduce our latest innovation: the **SpreadSheet Swarm feature**! 🌟 This powerful tool is designed to streamline your operations, enhance collaboration, and efficiently manage multiple agents like never before. - -With SpreadSheet Swarm, you can easily coordinate tasks, track progress, and make data-driven decisions all in a user-friendly interface. Say goodbye to chaotic workflows and hello to organized efficiency! - -👉 Discover the full potential of SpreadSheet Swarm and how it can transform your project management. For more details, check out our official documentation here: [Learn More About SpreadSheet Swarm](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -#SpreadSheetSwarm #SwarmsCorp #EfficientManagement #CollaborationTools - ---- - -**Tweet for Twitter:** - -🚀 Introducing the **SpreadSheet Swarm** feature! 🎉 Effortlessly manage multiple agents, streamline workflows, and boost collaboration! - -Unlock the power of organized efficiency today! 👉 [Learn More](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #SpreadSheetSwarm #SwarmsCorp - ---- - -**LinkedIn Post:** - -🔔 Attention Professionals! 🔔 - -We're excited to unveil our latest feature: the **SpreadSheet Swarm**! This innovative tool is designed to help you manage multiple agents effectively, streamline your project workflows, and foster better collaboration within your teams. - -The SpreadSheet Swarm feature allows you to: -✅ Coordinate tasks effortlessly -✅ Track progress in real-time -✅ Make informed, data-driven decisions - -Transform the way you work and enhance your productivity with this powerful tool. Ready to learn more? Visit our documentation here: [Explore SpreadSheet Swarm](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -Together, let’s drive efficiency and collaboration in our projects! - -#ProjectManagement #Collaboration #Efficiency #SwarmsCorp - ---- - -**Instagram Post:** - -📊✨ New Feature Alert: SpreadSheet Swarm! ✨📊 - -We’re excited to introduce the **SpreadSheet Swarm**, your new go-to tool for managing multiple agents and streamlining workflows. - -🌟 Key Benefits: -🔹 Enhanced collaboration -🔹 Real-time tracking -🔹 Data-driven decision making - -Don't let chaos dictate your workflow! Click the link in our bio to learn more about how SpreadSheet Swarm can revolutionize your project management! - -#SpreadSheetSwarm #SwarmsCorp #WorkSmart #Efficiency - ---- - -These posts cater to different social media platforms while highlighting the benefits of the SpreadSheet Swarm feature and encouraging users to engage with the provided documentation link.",2024-08-24T18:23:47.792540 diff --git "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0.csv" "b/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0.csv" deleted file mode 100644 index 8c2086c5e..000000000 --- "a/examples/workshops/agents_designing_agents_workshop_aug_25\\/boss_generated_agent_outputs/spread_sheet_swarmcd08cfd5de3f4cdfbcb07c6e7299f8c0.csv" +++ /dev/null @@ -1,547 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -88869728-c1dd-4f2c-998d-7971f5a61337,Twitter Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Tweet 1: -🚀 Excited to introduce our game-changing feature: #SpreadSheetSwarm! 🌐 Now you can run multiple agents in parallel with ease. Transform your data management today! 🔍✨ Check it out: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #DataManagement #Efficiency - ---- - -### Tweet 2 (Thread): -🧵 1/5 Big news for all data aficionados! 🎉 Meet our #SpreadSheetSwarm feature! Now you can manage multiple agents seamlessly, boosting your productivity like never before. 💪📊 - -2/5 Imagine running complex calculations, data entry, and analysis in parallel. Say goodbye to manual tasks! 🙌✨ - -3/5 Whether you're a small business or a data guru, #SpreadSheetSwarm is here to supercharge your workflow! 🚀💼 - -4/5 Want to see it in action? Check out our comprehensive guide: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) 📝🔗 - -5/5 Join the data revolution today! Let’s swarm together! 🥳 #Automation #DataAnalysis - ---- - -### Tweet 3: -📣 Ready to optimize your data processes? Meet #SpreadSheetSwarm! 🌟 Run multiple agents in parallel and watch your productivity soar! 📈✨ Discover how: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #BusinessIntelligence #TechInnovation - ---- - -### Tweet 4: -🎊 The future of data management is here! Introducing #SpreadSheetSwarm — your new ally in running parallel agents for ultimate efficiency! 🤖💡 - -Why struggle alone? Embrace the swarm: [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) 🔥 #DataProcessing #ProductivityHacks - ---- - -### Retweet Suggestion: -🔄 Have you heard about our new feature, #SpreadSheetSwarm? It’s a game-changer for running multiple agents! Dive into the details and level up your data game! 🌊📊 [https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #TechTrends #DataDriven - ---- - -Feel free to mix and match these tweets, or let me know if you need more variations or specific angles!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Facebook Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","**🌟 Exciting News for All Our Users! 🌟** - -🚀 Discover the power of our new **SpreadSheet Swarm** feature! 🎉 This innovative tool allows you to manage multiple agents seamlessly, making your workflow smoother and more efficient than ever before. - -✅ Whether you're coordinating projects, tracking data, or collaborating with your team, the SpreadSheet Swarm is here to revolutionize the way you work! - -👉 **Learn more and see it in action:** [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -🔗 Join the conversation! Share your thoughts and experiences with the SpreadSheet Swarm in the comments below! We love hearing how our features are making a difference in your work! - -#SpreadSheetSwarm #Productivity #Teamwork #Innovation #SwarmsCorp - ---- - -**💬 Engage with Our Community! 💬** - -Hey everyone! 👋 We’re thrilled to introduce our latest feature – the **SpreadSheet Swarm!** 🌐✨ - -This game-changing tool lets you manage multiple agents effortlessly, enhancing collaboration and productivity. It's perfect for teams of all sizes! - -💡 Have you tried it yet? What do you think? Share your feedback and tips below! Let’s help each other make the most of this amazing feature! - -👉 Check out the full details here: [Learn More](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -#Swarms #SpreadSheetSwarm #Collaboration #Efficiency - ---- - -**📣 Attention All Team Leaders & Project Managers! 📣** - -We are excited to announce the launch of our **SpreadSheet Swarm** feature! 🎊 - -✨ With this new tool, you can manage multiple agents at once, making teamwork more efficient than ever. Say goodbye to chaos and hello to streamlined processes! - -🔍 Want to learn more? Click here: [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -Let’s hear how you plan to use the SpreadSheet Swarm in your projects! Drop your ideas in the comments below! 💬 - -#SpreadSheetSwarm #TeamManagement #SwarmsCorp #Innovation - ---- - -Feel free to post these updates in relevant Facebook Groups and Pages focused on productivity, project management, and technology to maximize engagement and visibility!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Instagram Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Instagram Marketing Strategy for SpreadSheet Swarm Feature - -**1. Visual Content Creation:** - -- **Reels:** - - **Teaser Video:** Create a 15-30 second reel showcasing the SpreadSheet Swarm feature in action. Use dynamic transitions to highlight key functionalities, such as managing multiple agents, real-time collaboration, and data visualization. - - **Text Overlay:** ""Meet the SpreadSheet Swarm! 🚀 Manage your agents like never before!"" - - **Call to Action:** ""Swipe up to learn more!"" with a swipe-up link to the documentation. - -- **Before & After Comparison:** - - Create a split-screen reel showing the chaos of managing agents without the feature versus the organized, streamlined process with SpreadSheet Swarm. - - **Text Overlay:** ""Transform your workflow! ✨"" - - **Background Music:** Upbeat, motivational track to keep viewers engaged. - -**2. IGTV Series:** - -- **Feature Deep Dive:** - - Host a 5-10 minute IGTV episode where you explain the SpreadSheet Swarm feature in detail. Include screen recordings of the feature in use, testimonials from beta testers, and a Q&A segment addressing common questions. - - **Title:** ""Unlock the Power of Collaboration with SpreadSheet Swarm!"" - - **Description:** ""Join us as we explore how the SpreadSheet Swarm can revolutionize your workflow. Perfect for teams of all sizes! 🌟"" - -- **User Testimonials:** - - Create a series of IGTV videos featuring users sharing their experiences and how the feature has improved their productivity. - - **Title:** ""Real Users, Real Results: SpreadSheet Swarm Success Stories"" - - **Description:** ""Hear from our community about how SpreadSheet Swarm has transformed their processes!"" - -**3. Instagram Stories:** - -- **Countdown to Launch:** - - Use stories to build anticipation before the feature launch. Include countdown stickers and sneak peeks of the interface. - - **Story Idea:** ""3 days to go until you can streamline your workflow! ⏳"" - -- **Polls and Engagement:** - - Create interactive polls asking your audience about their current challenges in managing agents and how they think the SpreadSheet Swarm could help. - - **Example Poll:** ""Do you struggle with managing multiple agents? Yes/No"" - -- **Quick Tips:** - - Share bite-sized tips on how to maximize the use of the SpreadSheet Swarm feature. Use engaging graphics and animations. - - **Tip Example:** ""Tip #1: Use color coding for better visibility! 🎨"" - -**4. Hashtags and Engagement:** - -- Use relevant hashtags to increase visibility: - - #SpreadSheetSwarm #ProductivityTools #TeamCollaboration #WorkflowOptimization #SwarmsCorp - -- Engage with followers by responding to comments and DMs promptly. Encourage them to share their experiences using the feature with a dedicated hashtag. - -**5. Collaboration with Influencers:** - -- Partner with productivity and tech influencers to showcase the SpreadSheet Swarm feature. Have them create content (Reels, IGTV) demonstrating the feature and its benefits to their audience. - -### Conclusion - -By utilizing visually appealing content through Instagram Reels, IGTV, and Stories, we can effectively promote the SpreadSheet Swarm feature, engage our audience, and drive traffic to our documentation. Let’s make this launch a success! 🚀",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,LinkedIn Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### LinkedIn Post - -🚀 **Introducing the SpreadSheet Swarm Feature!** 🚀 - -We are excited to unveil our latest innovation: the **SpreadSheet Swarm** feature! Designed for professionals who manage multiple agents in parallel, this game-changing tool streamlines your workflow and enhances productivity like never before. - -✨ **Key Benefits:** -- **Parallel Management:** Handle multiple agents simultaneously with ease. -- **Increased Efficiency:** Save time and reduce errors with automated processes. -- **User-Friendly Interface:** Navigate through your tasks effortlessly. - -Don't miss out on this opportunity to elevate your project management game! - -🔗 Explore more about the SpreadSheet Swarm feature here: [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -Join the conversation! How do you manage your projects? Share your thoughts and experiences in the comments below! 👇 - -#Productivity #ProjectManagement #Innovation #SpreadSheetSwarm #SwarmsCorp - ---- - -### LinkedIn Article - -**Unlocking New Levels of Efficiency with the SpreadSheet Swarm Feature** - -In today’s fast-paced business environment, efficiency is key. As professionals, we often find ourselves juggling multiple projects, deadlines, and teams. That’s where our new **SpreadSheet Swarm** feature comes in—a revolutionary tool designed to transform the way you manage multiple agents in parallel. - -**What is the SpreadSheet Swarm?** - -The SpreadSheet Swarm feature allows you to effortlessly manage and coordinate multiple agents at once. With its intuitive interface and powerful capabilities, you can streamline your workflow, reduce the risk of errors, and ultimately save valuable time. - -**Why You Should Embrace the SpreadSheet Swarm:** - -1. **Enhanced Collaboration:** Work seamlessly with your team members, ensuring everyone is on the same page. -2. **Real-Time Updates:** Stay informed with instant updates and notifications as tasks progress. -3. **Data-Driven Decisions:** Utilize comprehensive analytics to make informed choices and improve project outcomes. - -**How to Get Started** - -Getting started with the SpreadSheet Swarm is simple! Visit our documentation to learn how to integrate this feature into your workflow and unlock its full potential: [SpreadSheet Swarm Documentation](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -**Join the Conversation!** - -We want to hear from you! How do you currently manage multiple projects? What challenges do you face? Share your insights in the comments, and let’s discuss how the SpreadSheet Swarm can help you overcome them. - -Together, let’s embrace innovation and elevate our productivity to new heights! - -#SwarmsCorp #SpreadSheetSwarm #Efficiency #Collaboration #Innovation #ProjectManagement - ---- - -### Social Media Engagement Ideas - -1. **Poll:** Create a poll asking your audience about their biggest challenges in project management. Follow up with insights on how the SpreadSheet Swarm can address those challenges. - -2. **Webinar Announcement:** Host a webinar showcasing the SpreadSheet Swarm feature in action. Invite industry professionals to share their experiences. - -3. **User Testimonials:** Share success stories or testimonials from early users of the SpreadSheet Swarm feature to build credibility and interest. - -By leveraging these strategies, we can create a buzz around the SpreadSheet Swarm feature and engage with industry professionals effectively. Let’s spread the word! 🌍",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,TikTok Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","**Video 1: ""The Future of Team Management!""** - -*Visuals:* Quick cuts of a busy office, people working on spreadsheets, and frustrated expressions. Transition to a sleek animation showcasing the SpreadSheet Swarm interface. - -*Audio:* Trending upbeat music (e.g., ""Levitating"" by Dua Lipa) - -*Text Overlay:* ""Tired of managing agents the old way? 🚫🗂️"" - -*Voiceover:* ""Introducing SpreadSheet Swarm! The revolutionary way to manage your team!"" - -*Call to Action:* ""Tap the link to see it in action! 🚀"" - -*Hashtags:* #SpreadSheetSwarm #TeamManagement #TechInnovation #ProductivityHacks - ---- - -**Video 2: ""Why You Need SpreadSheet Swarm!""** - -*Visuals:* A split-screen showing ""Before"" (chaotic spreadsheet management) and ""After"" (smooth, organized management with SpreadSheet Swarm). - -*Audio:* Trending sound bite (e.g., ""Oh no, oh no, oh no, no, no, no"" sound) - -*Text Overlay:* ""Before: Chaos 😱 | After: Control 😌"" - -*Voiceover:* ""Say goodbye to spreadsheet chaos! With SpreadSheet Swarm, you can manage agents like never before!"" - -*Call to Action:* ""Check it out now! Link in bio! 🔗"" - -*Hashtags:* #SpreadSheetSwarm #WorkSmarter #OfficeLife #Innovation - ---- - -**Video 3: ""Unleash Your Team's Potential!""** - -*Visuals:* Shots of happy team members collaborating, using the SpreadSheet Swarm feature on their devices, and celebrating success. - -*Audio:* Trending motivational sound (e.g., ""We Are the Champions"" by Queen) - -*Text Overlay:* ""Unlock your team's potential! 🔑✨"" - -*Voiceover:* ""With SpreadSheet Swarm, collaboration has never been easier. Empower your agents and watch them thrive!"" - -*Call to Action:* ""Join the swarm today! Link in bio! 🌟"" - -*Hashtags:* #SpreadSheetSwarm #Teamwork #Empowerment #Success - ---- - -**Video 4: ""Quick Tips for Using SpreadSheet Swarm!""** - -*Visuals:* Fast-paced clips of the SpreadSheet Swarm interface with quick tips popping up, like ""Organize Effortlessly!"" and ""Collaborate Seamlessly!"" - -*Audio:* Trending catchy sound (e.g., ""Savage Love"" by Jawsh 685) - -*Text Overlay:* ""Quick Tips for Success! 💡"" - -*Voiceover:* ""Ready to transform your workflow? Here are quick tips to maximize your SpreadSheet Swarm experience!"" - -*Call to Action:* ""Learn more and get started now! 🚀"" - -*Hashtags:* #SpreadSheetSwarm #ProductivityTips #Workflow #Efficiency - ---- - -**Video 5: ""Join the SpreadSheet Swarm Revolution!""** - -*Visuals:* A dynamic montage of users engaging with the feature, smiling, and sharing their experiences. - -*Audio:* Trending viral sound (e.g., ""It's a vibe"" sound) - -*Text Overlay:* ""Join the revolution! 🌍✨"" - -*Voiceover:* ""Thousands are already experiencing the power of SpreadSheet Swarm. Are you ready to join the revolution?"" - -*Call to Action:* ""Discover how at the link! 🔗"" - -*Hashtags:* #SpreadSheetSwarm #JoinTheRevolution #TechCommunity #Innovation - ---- - -Feel free to adjust the visuals and sounds based on current TikTok trends and your target audience!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,YouTube Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Video Content Ideas for Promoting the SpreadSheet Swarm Feature - -#### 1. **Introduction to SpreadSheet Swarm: What It Is and Why You Need It** - - **Content**: A brief overview of the SpreadSheet Swarm feature, explaining its purpose and benefits. - - **Visuals**: Engaging animations and infographics that illustrate the key features. - - **Call to Action**: “Watch our latest video on the SpreadSheet Swarm feature and see how it can revolutionize your workflow! [Link]” - -#### 2. **Step-by-Step Tutorial: Getting Started with SpreadSheet Swarm** - - **Content**: A detailed tutorial demonstrating how to set up and use the SpreadSheet Swarm feature. - - **Visuals**: Screen recordings showing the setup process, with voiceover instructions. - - **Call to Action**: “Ready to streamline your spreadsheet tasks? Check out our full tutorial here! [Link]” - -#### 3. **Real-World Use Cases: How Businesses Are Using SpreadSheet Swarm** - - **Content**: Interviews with users who have successfully integrated the SpreadSheet Swarm feature into their workflow. - - **Visuals**: Clips of users showcasing their improved productivity and collaboration. - - **Call to Action**: “Discover how others are transforming their workflow with SpreadSheet Swarm! Watch now! [Link]” - -#### 4. **Feature Spotlight: Key Functionalities of SpreadSheet Swarm** - - **Content**: A focused video highlighting specific features such as real-time collaboration, data synchronization, and version control. - - **Visuals**: Split-screen comparisons showing traditional spreadsheet methods vs. SpreadSheet Swarm. - - **Call to Action**: “See the difference for yourself! Dive into our feature spotlight! [Link]” - -#### 5. **Live Demo: SpreadSheet Swarm in Action** - - **Content**: A live demonstration where a host uses the SpreadSheet Swarm feature to solve a common spreadsheet problem. - - **Visuals**: Real-time interaction with the software, showcasing its capabilities. - - **Call to Action**: “Don’t miss our live demo! Experience the power of SpreadSheet Swarm firsthand! [Link]” - -#### 6. **Tips & Tricks: Maximizing Your Use of SpreadSheet Swarm** - - **Content**: A video sharing expert tips on how to get the most out of the SpreadSheet Swarm feature. - - **Visuals**: Quick, engaging clips that highlight shortcuts and advanced features. - - **Call to Action**: “Unlock the full potential of SpreadSheet Swarm with our expert tips! Watch now! [Link]” - -### Social Media Promotion Strategy - -1. **Teaser Posts**: Share short clips or GIFs from the videos on platforms like Twitter, Instagram, and LinkedIn to generate interest. - - **Example Post**: “Excited to introduce our new SpreadSheet Swarm feature! Check out this sneak peek! [Link]” - -2. **Engagement Posts**: Create polls or questions related to spreadsheet challenges, encouraging followers to share their experiences. - - **Example Post**: “What’s your biggest spreadsheet challenge? Let us know in the comments! And stay tuned for our SpreadSheet Swarm feature launch! [Link]” - -3. **Countdown to Launch**: Use countdown graphics leading up to the video release to build anticipation. - - **Example Post**: “Only 3 days until we reveal the game-changing SpreadSheet Swarm feature! Are you ready? [Link]” - -4. **User-Generated Content**: Encourage users to share their experiences with the SpreadSheet Swarm feature using a specific hashtag. - - **Example Post**: “Have you tried the SpreadSheet Swarm feature yet? Share your experience with #SpreadSheetSwarm and get featured!” - -5. **Cross-Promotion**: Collaborate with influencers or industry leaders to share the video content on their platforms. - - **Example Post**: “Excited to partner with [Influencer Name] to showcase the amazing SpreadSheet Swarm feature! Check it out! [Link]” - -By implementing these video content ideas and social media strategies, we can effectively promote the SpreadSheet Swarm feature and engage a wider audience.",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Pinterest Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Pinterest Marketing Strategy for SpreadSheet Swarm Feature - -#### Board Ideas: -1. **SpreadSheet Swarm Overview** - - Pin Title: ""Unlock the Power of Collaboration with SpreadSheet Swarm!"" - - Description: ""Discover how our SpreadSheet Swarm feature can revolutionize your team’s productivity. Perfect for managing multiple agents seamlessly!"" - - Visual: Eye-catching infographic summarizing the benefits of SpreadSheet Swarm. - -2. **Step-by-Step Guide to Using SpreadSheet Swarm** - - Pin Title: ""Step-by-Step Guide: Mastering SpreadSheet Swarm"" - - Description: ""Follow our easy guide to get started with SpreadSheet Swarm and enhance your team's efficiency!"" - - Visual: A multi-step infographic that visually breaks down the process of setting up and using the feature. - -3. **Top Tips for Maximizing SpreadSheet Swarm** - - Pin Title: ""Top 5 Tips to Maximize Your SpreadSheet Swarm Experience"" - - Description: ""Learn the best practices for using SpreadSheet Swarm to its fullest potential!"" - - Visual: A visually appealing list format with icons representing each tip. - -4. **Success Stories with SpreadSheet Swarm** - - Pin Title: ""Real Results: How Teams are Thriving with SpreadSheet Swarm"" - - Description: ""Check out these success stories from teams that have transformed their workflow using SpreadSheet Swarm!"" - - Visual: Before-and-after style infographic showcasing metrics and testimonials. - -5. **Common FAQs about SpreadSheet Swarm** - - Pin Title: ""Got Questions? Here are the FAQs about SpreadSheet Swarm!"" - - Description: ""Find answers to the most common questions about our new feature and how it can benefit your team."" - - Visual: A clean, easy-to-read FAQ format with engaging graphics. - -#### Sample Pins: -1. **Pin for Overview** - - Image: A vibrant graphic with the text ""SpreadSheet Swarm: Collaborate Like Never Before!"" overlaying a background of a team working together. - - Link: [Explore the Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -2. **Pin for Step-by-Step Guide** - - Image: A step-by-step flowchart showing the process of setting up SpreadSheet Swarm. - - Link: [Get Started Now](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -3. **Pin for Tips** - - Image: A visually appealing list with icons for each tip, such as ""1. Set Clear Goals"", ""2. Use Templates"", etc. - - Link: [Maximize Your Experience](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -4. **Pin for Success Stories** - - Image: A split image showing a chaotic workspace on one side and an organized team using SpreadSheet Swarm on the other. - - Link: [Read Success Stories](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -5. **Pin for FAQs** - - Image: A question mark graphic with the text ""Your Questions Answered!"" and a clean layout of FAQs. - - Link: [Find Answers](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -### Engagement Strategies: -- **Pin Consistently**: Schedule pins to be posted regularly to keep the audience engaged. -- **Use Hashtags**: Incorporate relevant hashtags like #Productivity, #Teamwork, #Collaboration, #SpreadSheetSwarm. -- **Engage with Comments**: Respond to comments and questions on pins to foster community interaction. -- **Collaborate with Influencers**: Partner with productivity and tech influencers to share your pins and reach a wider audience. - -By implementing this Pinterest marketing strategy, you can effectively promote the SpreadSheet Swarm feature and engage with your target audience.",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Reddit Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","Sure! Here’s how I would engage with relevant subreddits to promote the SpreadSheet Swarm feature: - ---- - -**Subreddit: r/Productivity** - -**Post Title:** Boost Your Productivity with the New SpreadSheet Swarm Feature! - -**Post Content:** -Hey everyone! I wanted to share an exciting new tool that can really enhance your productivity when managing multiple agents. Have you heard about the SpreadSheet Swarm feature? It allows you to efficiently organize and manage your tasks across various agents, making collaboration smoother than ever. If you're looking for a way to streamline your workflow, this might be just what you need! Check it out here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). Would love to hear your thoughts! - ---- - -**Subreddit: r/Entrepreneur** - -**Post Title:** Revolutionize Your Team Management with SpreadSheet Swarm! - -**Post Content:** -Hello, fellow entrepreneurs! I recently discovered the SpreadSheet Swarm feature, and I think it could be a game-changer for managing teams. It’s designed to help you coordinate multiple agents effortlessly, ensuring everyone is on the same page. If you’re juggling various projects or team members, this tool could save you a lot of time and hassle. Check it out here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). Have any of you tried it yet? - ---- - -**Subreddit: r/Tech** - -**Post Title:** New Tool Alert: SpreadSheet Swarm for Efficient Agent Management! - -**Post Content:** -Hey tech enthusiasts! I wanted to bring your attention to a new feature called SpreadSheet Swarm. It’s designed for those who need to manage multiple agents and tasks seamlessly. The integration of this tool can significantly improve your workflow and collaboration efforts. If you’re interested in optimizing your processes, check it out here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). What do you think about tools like this? - ---- - -**Subreddit: r/RemoteWork** - -**Post Title:** Enhance Your Remote Team Collaboration with SpreadSheet Swarm! - -**Post Content:** -Hi everyone! For those of you working remotely and managing teams, I wanted to share a fantastic feature called SpreadSheet Swarm. It’s perfect for keeping track of multiple agents and ensuring everyone is aligned on tasks. This could be a great addition to your remote work toolkit! Learn more about it here: [SpreadSheet Swarm Feature](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/). I’d love to hear how you manage your remote teams! - ---- - -Feel free to adjust the tone or content based on the specific subreddit culture!",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Snapchat Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","### Snapchat Marketing Campaign for SpreadSheet Swarm - -#### Snap 1: Introduce the Feature -**Snap Text:** ""🚀 Say hello to the future of collaboration! Introducing the SpreadSheet Swarm feature! 📊✨"" -**Filter:** Use a vibrant, animated filter that adds floating spreadsheets and buzzing bees around the screen. -**Voiceover:** “Manage your agents like a pro with our new SpreadSheet Swarm feature! Perfect for teamwork and efficiency!” - -#### Snap 2: Highlight Key Benefits -**Snap Text:** ""🌟 Why Choose SpreadSheet Swarm? 🌟"" -**Lenses:** Use a lens that adds animated checkmarks and thumbs up as the benefits appear. -- Benefit 1: ""📈 Streamline your workflow!"" -- Benefit 2: ""🤝 Collaborate in real-time!"" -- Benefit 3: ""⚡ Boost productivity by 50%!"" - -#### Snap 3: Use Case Scenario -**Snap Text:** ""Real-World Impact! 🌍✨"" -**Filter:** A “day in the life” filter that transitions from a messy desk to a clean, organized workspace as the Snap progresses. -**Voiceover:** “Watch how a team transformed their chaos into clarity with SpreadSheet Swarm! Swipe up to see how you can do it too!” - -#### Snap 4: User Testimonials -**Snap Text:** ""💬 Hear from our users! 💬"" -**Lenses:** Use a speech bubble lens to animate testimonials. -1. “I never thought managing spreadsheets could be this easy!” - Sarah, Team Lead -2. “SpreadSheet Swarm changed the way we collaborate!” - Mike, Project Manager - -#### Snap 5: Call to Action -**Snap Text:** ""Ready to spread your wings? 🐝✨"" -**Filter:** A buzzing bee filter that surrounds the screen, emphasizing action and excitement. -**Voiceover:** “Discover the power of SpreadSheet Swarm! Swipe up to learn more and start your journey today! 👉 [Insert Swipe Up Link]” - ---- - -### Story Sequence: SpreadSheet Swarm Feature Launch - -**Story Slide 1: Teaser** -- **Background:** A blurred image of a busy spreadsheet. -- **Text Overlay:** ""Something exciting is coming... 👀 Stay tuned!"" - -**Story Slide 2: Feature Reveal** -- **Background:** A visually appealing graphic of the SpreadSheet Swarm interface. -- **Text Overlay:** ""Introducing SpreadSheet Swarm! 🚀 The ultimate tool for managing your agents."" - -**Story Slide 3: Key Features** -- **Background:** Quick video clips showing the features in action. -- **Text Overlay:** ""Real-time collaboration. Enhanced productivity. Easy management! 📈"" - -**Story Slide 4: How It Works** -- **Background:** Animated step-by-step guide. -- **Text Overlay:** ""Get started in 3 simple steps! 🔄"" - -**Story Slide 5: User Reactions** -- **Background:** Clips of users reacting positively. -- **Text Overlay:** ""Join the swarm! 🐝 See what everyone is buzzing about!"" - -**Story Slide 6: Final Call to Action** -- **Background:** Energetic music playing. -- **Text Overlay:** ""Swipe up to unlock the power of SpreadSheet Swarm! 🚀 [Insert Swipe Up Link]"" - ---- - -### Engagement Strategies -- **Polls:** Include a poll in the story asking viewers if they manage spreadsheets. -- **Countdown:** Add a countdown sticker for the official launch date of the feature. -- **User-Generated Content:** Encourage users to share their experiences using the feature with a dedicated hashtag (#SpreadSheetSwarm). - -This campaign will not only create buzz but also drive engagement and awareness for the SpreadSheet Swarm feature! 🌟",2024-08-24T18:23:47.792540 -88869728-c1dd-4f2c-998d-7971f5a61337,Quora Marketing Agent,"Promote the new SpreadSheet Swarm feature on various social media platforms, ensuring widespread awareness and engagement.","**Post for Facebook:** - -🚀 Exciting News, Swarm Community! 🚀 - -We are thrilled to introduce our latest innovation: the **SpreadSheet Swarm feature**! 🌟 This powerful tool is designed to streamline your operations, enhance collaboration, and efficiently manage multiple agents like never before. - -With SpreadSheet Swarm, you can easily coordinate tasks, track progress, and make data-driven decisions all in a user-friendly interface. Say goodbye to chaotic workflows and hello to organized efficiency! - -👉 Discover the full potential of SpreadSheet Swarm and how it can transform your project management. For more details, check out our official documentation here: [Learn More About SpreadSheet Swarm](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -#SpreadSheetSwarm #SwarmsCorp #EfficientManagement #CollaborationTools - ---- - -**Tweet for Twitter:** - -🚀 Introducing the **SpreadSheet Swarm** feature! 🎉 Effortlessly manage multiple agents, streamline workflows, and boost collaboration! - -Unlock the power of organized efficiency today! 👉 [Learn More](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) #SpreadSheetSwarm #SwarmsCorp - ---- - -**LinkedIn Post:** - -🔔 Attention Professionals! 🔔 - -We're excited to unveil our latest feature: the **SpreadSheet Swarm**! This innovative tool is designed to help you manage multiple agents effectively, streamline your project workflows, and foster better collaboration within your teams. - -The SpreadSheet Swarm feature allows you to: -✅ Coordinate tasks effortlessly -✅ Track progress in real-time -✅ Make informed, data-driven decisions - -Transform the way you work and enhance your productivity with this powerful tool. Ready to learn more? Visit our documentation here: [Explore SpreadSheet Swarm](https://docs.swarms.world/en/latest/swarms/structs/spreadsheet_swarm/) - -Together, let’s drive efficiency and collaboration in our projects! - -#ProjectManagement #Collaboration #Efficiency #SwarmsCorp - ---- - -**Instagram Post:** - -📊✨ New Feature Alert: SpreadSheet Swarm! ✨📊 - -We’re excited to introduce the **SpreadSheet Swarm**, your new go-to tool for managing multiple agents and streamlining workflows. - -🌟 Key Benefits: -🔹 Enhanced collaboration -🔹 Real-time tracking -🔹 Data-driven decision making - -Don't let chaos dictate your workflow! Click the link in our bio to learn more about how SpreadSheet Swarm can revolutionize your project management! - -#SpreadSheetSwarm #SwarmsCorp #WorkSmart #Efficiency - ---- - -These posts cater to different social media platforms while highlighting the benefits of the SpreadSheet Swarm feature and encouraging users to engage with the provided documentation link.",2024-08-24T18:23:47.792540 From 38c523dbdaacacc33a1c06e5ea57098dbb0ca813 Mon Sep 17 00:00:00 2001 From: peytontolbert Date: Mon, 14 Oct 2024 18:55:10 -0400 Subject: [PATCH 2/3] Updated agent list_base_models to default list --- .../ai_acceleerated_learning/presentation.csv | 28 +- examples/demos/grupa/run__software_gpt.sh | 0 examples/demos/grupa/test_bash.bash | 0 ...bmission & Demos - Lightning Proposals.csv | 50 +- .../csvs/financial_spreed_sheet_swarm 2.csv | 22 +- .../csvs/financial_spreed_sheet_swarm.csv | 22 +- .../financial_spreed_sheet_swarm_demo 2.csv | 22 +- .../financial_spreed_sheet_swarm_demo.csv | 22 +- 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delete mode 100644 examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc.csv alias delete mode 100644 examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7 2.csv delete mode 100644 examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv delete mode 100644 examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv alias mode change 100755 => 100644 scripts/cleanup/code_quality.sh mode change 100755 => 100644 scripts/cleanup/del_pycache.sh mode change 100755 => 100644 scripts/cleanup/log_cleanup.sh mode change 100755 => 100644 scripts/misc/playground_to_examples.sh mode change 100755 => 100644 scripts/tests/test_name.sh diff --git a/examples/demos/ai_acceleerated_learning/presentation.csv b/examples/demos/ai_acceleerated_learning/presentation.csv index 66894008c..21729bcd8 100644 --- a/examples/demos/ai_acceleerated_learning/presentation.csv +++ b/examples/demos/ai_acceleerated_learning/presentation.csv @@ -1,15 +1,15 @@ -Project Name,Team Members,Project Description,Project Link / Code,Team Twitter Handles -presentation assistant,robert nowell,live visual aid for talks,loom,@robertnowell1 -Vocal,"Jeremy Nixon, Amir Gamil, Eliott Hoffenberg, Trina Chatterjee, Ruby Yeh","Educational Video Generation, Prompt -> Youtube Video",,"@jvnixon, @amirbolous, @Eliotthoff, @trina_chatt" -Podgraph ,"DC, Leo, Anupam",Graph based podcast learning,https://github.com/dcsan/kbxt ; https://www.figma.com/file/sui06ZgDGXrHOVlrJDiOD7/Untitled?type=design&node-id=0%3A1&mode=design&t=LnQCl13XroVHVbxD-1,@anupambatra_ | @dcsan -"Listen, chat and learn!!!",James,Chat with a podcast to learn things,https://react.gitwit.dev/run/zfGVjrjsa6ZKaEU1PldW,@jamesmurdza -Recall,Liam & Caden,conversation information retrieval,https://recall-97b8b27a6a92.herokuapp.com/, -VoiceStudyBot,Konrad,Personal tutor to test your knowledge of a book,,@konrad_gnat -Short Form Upskill,"Margarita, Aditya, Johnny",TikTok Scrape and Transcribe ,margro2000/Learn (github.com),https://twitter.com/Marg_Groisman -Rohan,Rohan,Rohan,, -Envision: diagram dataset,Steve,An API to translate any technical concept into diagrams,https://github.com/stephenkfrey/diagrammatic,twitter.com/stevekfrey -Arxiv2Video,Lily Su,Converts an Arxiv web url to a short video,https://github.com/LilySu/Arxiv2Video,@excelsiorpred -Dir Chat,Andy Li,Combine to power of SQL and RAG to serach courses,,@xdotli -Empathy Coach,Ji Young Lim,A chatbot that coches people to make more empathetic conversations,,@jyl1030 -Aimor,Brach Burdick,Platform for assessing and monitoring the psychological wellbeing of a body of students based on conversations with an AI therapist,https://aimor-git-staging-aimor.vercel.app/admin,https://twitter.com/__brach__ +Project Name,Team Members,Project Description,Project Link / Code,Team Twitter Handles +presentation assistant,robert nowell,live visual aid for talks,loom,@robertnowell1 +Vocal,"Jeremy Nixon, Amir Gamil, Eliott Hoffenberg, Trina Chatterjee, Ruby Yeh","Educational Video Generation, Prompt -> Youtube Video",,"@jvnixon, @amirbolous, @Eliotthoff, @trina_chatt" +Podgraph ,"DC, Leo, Anupam",Graph based podcast learning,https://github.com/dcsan/kbxt ; https://www.figma.com/file/sui06ZgDGXrHOVlrJDiOD7/Untitled?type=design&node-id=0%3A1&mode=design&t=LnQCl13XroVHVbxD-1,@anupambatra_ | @dcsan +"Listen, chat and learn!!!",James,Chat with a podcast to learn things,https://react.gitwit.dev/run/zfGVjrjsa6ZKaEU1PldW,@jamesmurdza +Recall,Liam & Caden,conversation information retrieval,https://recall-97b8b27a6a92.herokuapp.com/, +VoiceStudyBot,Konrad,Personal tutor to test your knowledge of a book,,@konrad_gnat +Short Form Upskill,"Margarita, Aditya, Johnny",TikTok Scrape and Transcribe ,margro2000/Learn (github.com),https://twitter.com/Marg_Groisman +Rohan,Rohan,Rohan,, +Envision: diagram dataset,Steve,An API to translate any technical concept into diagrams,https://github.com/stephenkfrey/diagrammatic,twitter.com/stevekfrey +Arxiv2Video,Lily Su,Converts an Arxiv web url to a short video,https://github.com/LilySu/Arxiv2Video,@excelsiorpred +Dir Chat,Andy Li,Combine to power of SQL and RAG to serach courses,,@xdotli +Empathy Coach,Ji Young Lim,A chatbot that coches people to make more empathetic conversations,,@jyl1030 +Aimor,Brach Burdick,Platform for assessing and monitoring the psychological wellbeing of a body of students based on conversations with an AI therapist,https://aimor-git-staging-aimor.vercel.app/admin,https://twitter.com/__brach__ Structured TA bot Generation,Wenxi,Generate structured tutorial chatbot based on video transcript and potentially videos,https://github.com/wenxichen/video2ta , \ No newline at end of file diff --git a/examples/demos/grupa/run__software_gpt.sh b/examples/demos/grupa/run__software_gpt.sh old mode 100755 new mode 100644 diff --git a/examples/demos/grupa/test_bash.bash b/examples/demos/grupa/test_bash.bash old mode 100755 new mode 100644 diff --git a/examples/demos/swarm_hackathon/3_2 Multimodal AIGC x Social Hackathon Code Submission & Demos - Lightning Proposals.csv b/examples/demos/swarm_hackathon/3_2 Multimodal AIGC x Social Hackathon Code Submission & Demos - Lightning Proposals.csv index bfa681043..668ecb94b 100644 --- a/examples/demos/swarm_hackathon/3_2 Multimodal AIGC x Social Hackathon Code Submission & Demos - Lightning Proposals.csv +++ b/examples/demos/swarm_hackathon/3_2 Multimodal AIGC x Social Hackathon Code Submission & Demos - Lightning Proposals.csv @@ -1,26 +1,26 @@ -Project Name,Lightning Proposal ,Names of Teammates,Teammates' Contact Info,Discord Handle,Diagram,github -Beggar AI,Self-improving LLMs that we will use to get in-game gold from people in World of Warcraft,Alex Bauer / Hamudi Naana,alex@legionfarm.com,hollyflame_lf,Searching for an engineer who can create self-improving LLMs that we will use to get in-game gold from people in World of Warcraft, -ChatQ,Chat visualization screen aimed to facilitate a dialog and provide visual cues.,"Vlad, Daniel",dkh@cs.stanford.edu,"volkfox, redpowered",, -Ego,"Create 3D characters and prompt them to chat with one another, fully voiced, on any conversation topic","Vish, Peggy","v@ego.live, peggy@ego.live","sixtynine, pegasaurusrex",we need an unreal engine dev to help us :), -Bants,"Public group chats broadcasted to the world, with content created by the interaction between humans and generative agents",Eric Zhang,zhang.bozheng@u.nus.edu,zbz_lvlv,"React Native, Supabase", -Human voice,Leverage AI generated video to represent human voice and encourage authentic social activities. E.g. under represented opinions. Use AI agent to as an influencer and represent a vibe and attract like-minded people to create social tribe.,,Sunnychiuka@gmail.com,carocha_,Dev and anyone:) got a web app for text already and happy anyone who is interested in the topic to join https://dontbeevil.web.app/, -SEMA,Semantic search agent to research arxiv,Matthew Diakonov,matthew.ddy@gmail.com,matthew.ddy,, -OpenMind.bot,"OpenMind.bot streamlines social interactions between personalized bots, representing users, media, and influencers, ensuring meaningful exchanges. It eliminates misunderstandings by using context-aware conversations, followed by summaries or audio recaps of these interactions for efficient communication.",Xuejun(Sheldon) Xie,xuejun.tse@gmail.com,dreammagician,, -From galpha.ai to Video of financial chat,turn a text based QA financial bot from the startup's API at http://galpha.ai into video based QA multimodal bot that can look at real time market,Bill Sun,bill@galpha.ai,bill_sun,"AI Plot generation, AI long video cut tool, product design, front end coding, backend coding", -Feelboard,"Looking to create a chat interface which improves the input based on actual feelings of the user. Interface uses front cam to detect facial expressions and emotions, analyses text being written and formats the text based on the emotions (bold, red, font).",ishan ,marketishan@gmail.com,ishanp0314,, -AiPets,"Create your AiPet, with memory, thinking, reflection. Use gemini 1.5, HeyGen, Gemelo.ai, NextJs, Apple Vision Pro",Konrad,konradmgnat@gmail.com,,, -Dots,External memory for social interactions,Peter k,K11kirky@gmail.com,K11kirky,, -Context Cam,Real-time visual inference & agent actions based on real world context.,Conway Anderson,hello@conwayanderson.com,conway#0000,Related demo: https://twitter.com/ConwayAnderson/status/1756058632960237871, -Subtext,Chat that infers and visualizes message tone for accessibility ,Andrew Acomb,acombandrew@gmail.com,asdlsd,"High EQ product people who text a lot, or devs interested in the project. Text 4088285953 if interested ",https://github.com/AndrewAcomb/subtext -Highlight,Using Gemini to find highlight short clips from long videos,"Jing Xiong, Alex Fu",xiongjing100@gmail.com,milkteax777,, -Merse,"A new way of Storytelling — Democratising Comic Strip creation based on your personal life story, Text to Comic book!","Mark Rachapoom, Kumar Abhirup, Kinjal Nandy, Alex",hey@kumareth.com,,, -DateSmart,create dating simulator that reflects real world dating conversations.,Kai Hung Chang,kaihungc1993@gmail.com,kai kaihungc ,, -YourContact,create a software that help you manage your relationship and remember detail about other people. for example remember birthday to send them birthday congrats,Sam He,samhenan@gmail.com,supersam331,"UX to brainstore and find painpo this idea. FE eng. I""m a BE ", -Beyond,Unlocking cultural capital for the global workforce,Yun Huang,huangyun@sas.upenn.edu,huangyoon,Searching for an inquisitive developer with strong execution skills, -AutoCAD ,generate threejs code for an object given a video of it from multiple angles,Haden Wasserbaech ,hello@haden.io,,, -LogicMind,Addressing hallucinations using NS approaches,Sankeerth Rao,sankeerth1729@gmail.com,sankeerthrao,, -AI Reality TV,,Edgar Haond,,,, -Swarms,Orchestrate Agents to create swarms,"Kye, Nate",kye@apac.ai,eternalreclaimer,Searching for agent engineers,https://github.com/kyegomez/swarms -Simplychat,Chat interface for e-commerce website,Hao,Shenghaozhe@gmail.com,,, -Kindergarten,A place for Kids growing up in the age AI to learn & play with fellow AI agents that feel like good friends and encourage you to learn & get better,Ben,ben@holfeld.ai,benholfeld,Looking for multi-agent interadction engineers,https://twitter.com/benholfeld +Project Name,Lightning Proposal ,Names of Teammates,Teammates' Contact Info,Discord Handle,Diagram,github +Beggar AI,Self-improving LLMs that we will use to get in-game gold from people in World of Warcraft,Alex Bauer / Hamudi Naana,alex@legionfarm.com,hollyflame_lf,Searching for an engineer who can create self-improving LLMs that we will use to get in-game gold from people in World of Warcraft, +ChatQ,Chat visualization screen aimed to facilitate a dialog and provide visual cues.,"Vlad, Daniel",dkh@cs.stanford.edu,"volkfox, redpowered",, +Ego,"Create 3D characters and prompt them to chat with one another, fully voiced, on any conversation topic","Vish, Peggy","v@ego.live, peggy@ego.live","sixtynine, pegasaurusrex",we need an unreal engine dev to help us :), +Bants,"Public group chats broadcasted to the world, with content created by the interaction between humans and generative agents",Eric Zhang,zhang.bozheng@u.nus.edu,zbz_lvlv,"React Native, Supabase", +Human voice,Leverage AI generated video to represent human voice and encourage authentic social activities. E.g. under represented opinions. Use AI agent to as an influencer and represent a vibe and attract like-minded people to create social tribe.,,Sunnychiuka@gmail.com,carocha_,Dev and anyone:) got a web app for text already and happy anyone who is interested in the topic to join https://dontbeevil.web.app/, +SEMA,Semantic search agent to research arxiv,Matthew Diakonov,matthew.ddy@gmail.com,matthew.ddy,, +OpenMind.bot,"OpenMind.bot streamlines social interactions between personalized bots, representing users, media, and influencers, ensuring meaningful exchanges. It eliminates misunderstandings by using context-aware conversations, followed by summaries or audio recaps of these interactions for efficient communication.",Xuejun(Sheldon) Xie,xuejun.tse@gmail.com,dreammagician,, +From galpha.ai to Video of financial chat,turn a text based QA financial bot from the startup's API at http://galpha.ai into video based QA multimodal bot that can look at real time market,Bill Sun,bill@galpha.ai,bill_sun,"AI Plot generation, AI long video cut tool, product design, front end coding, backend coding", +Feelboard,"Looking to create a chat interface which improves the input based on actual feelings of the user. Interface uses front cam to detect facial expressions and emotions, analyses text being written and formats the text based on the emotions (bold, red, font).",ishan ,marketishan@gmail.com,ishanp0314,, +AiPets,"Create your AiPet, with memory, thinking, reflection. Use gemini 1.5, HeyGen, Gemelo.ai, NextJs, Apple Vision Pro",Konrad,konradmgnat@gmail.com,,, +Dots,External memory for social interactions,Peter k,K11kirky@gmail.com,K11kirky,, +Context Cam,Real-time visual inference & agent actions based on real world context.,Conway Anderson,hello@conwayanderson.com,conway#0000,Related demo: https://twitter.com/ConwayAnderson/status/1756058632960237871, +Subtext,Chat that infers and visualizes message tone for accessibility ,Andrew Acomb,acombandrew@gmail.com,asdlsd,"High EQ product people who text a lot, or devs interested in the project. Text 4088285953 if interested ",https://github.com/AndrewAcomb/subtext +Highlight,Using Gemini to find highlight short clips from long videos,"Jing Xiong, Alex Fu",xiongjing100@gmail.com,milkteax777,, +Merse,"A new way of Storytelling — Democratising Comic Strip creation based on your personal life story, Text to Comic book!","Mark Rachapoom, Kumar Abhirup, Kinjal Nandy, Alex",hey@kumareth.com,,, +DateSmart,create dating simulator that reflects real world dating conversations.,Kai Hung Chang,kaihungc1993@gmail.com,kai kaihungc ,, +YourContact,create a software that help you manage your relationship and remember detail about other people. for example remember birthday to send them birthday congrats,Sam He,samhenan@gmail.com,supersam331,"UX to brainstore and find painpo this idea. FE eng. I""m a BE ", +Beyond,Unlocking cultural capital for the global workforce,Yun Huang,huangyun@sas.upenn.edu,huangyoon,Searching for an inquisitive developer with strong execution skills, +AutoCAD ,generate threejs code for an object given a video of it from multiple angles,Haden Wasserbaech ,hello@haden.io,,, +LogicMind,Addressing hallucinations using NS approaches,Sankeerth Rao,sankeerth1729@gmail.com,sankeerthrao,, +AI Reality TV,,Edgar Haond,,,, +Swarms,Orchestrate Agents to create swarms,"Kye, Nate",kye@apac.ai,eternalreclaimer,Searching for agent engineers,https://github.com/kyegomez/swarms +Simplychat,Chat interface for e-commerce website,Hao,Shenghaozhe@gmail.com,,, +Kindergarten,A place for Kids growing up in the age AI to learn & play with fellow AI agents that feel like good friends and encourage you to learn & get better,Ben,ben@holfeld.ai,benholfeld,Looking for multi-agent interadction engineers,https://twitter.com/benholfeld Followup,personal networking assistant,Eleanor,eleanorqin@gmail.com,eleanor.q,, \ No newline at end of file diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm 2.csv index 0669b3129..ec396f492 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:0,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for C Corporations, we will focus on the corporate income tax rates, as well as any additional taxes that may impact C Corporations, such as franchise taxes or gross receipts taxes. Below is an overview of the corporate tax rates for various states, highlighting those with the lowest rates, followed by a comprehensive analysis. ### Overview of Corporate Tax Rates by State @@ -36,7 +36,7 @@ fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:0 ### Conclusion -For C Corporations looking to minimize their tax liabilities, states such as Wyoming, South Dakota, and Nevada offer the most favorable environments with no corporate income tax. Other states like Florida and North Carolina provide low tax rates and a supportive business climate. However, businesses should consider a comprehensive range of factors, including additional taxes, incentives, and the overall economic environment, when making their decisions. This strategic approach can lead to significant long-term savings and operational advantages.",2024-08-22T20:06:36.729747 +For C Corporations looking to minimize their tax liabilities, states such as Wyoming, South Dakota, and Nevada offer the most favorable environments with no corporate income tax. Other states like Florida and North Carolina provide low tax rates and a supportive business climate. However, businesses should consider a comprehensive range of factors, including additional taxes, incentives, and the overall economic environment, when making their decisions. This strategic approach can lead to significant long-term savings and operational advantages.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:1,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for C Corporations, we will focus on several key aspects, including state corporate income tax rates, franchise taxes, and other relevant business taxes. This analysis can help C Corporations determine the most tax-friendly environments for conducting their business. Below is a comprehensive overview of corporate tax rates in various states. ### Overview of Corporate Tax Rates @@ -82,7 +82,7 @@ fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:1 ### Conclusion -To summarize, C Corporations seeking tax-effective locations can benefit from the states with no corporate income tax, such as Nevada, South Dakota, and Wyoming. However, states with low tax rates, such as North Carolina and Florida, can also provide substantial savings. Businesses must carefully analyze not just the tax rates, but also the franchise taxes, business regulations, and overall economic conditions of potential states. By doing so, C Corporations can optimize their operations for both financial benefits and business success.",2024-08-22T20:06:36.729747 +To summarize, C Corporations seeking tax-effective locations can benefit from the states with no corporate income tax, such as Nevada, South Dakota, and Wyoming. However, states with low tax rates, such as North Carolina and Florida, can also provide substantial savings. Businesses must carefully analyze not just the tax rates, but also the franchise taxes, business regulations, and overall economic conditions of potential states. By doing so, C Corporations can optimize their operations for both financial benefits and business success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:2,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax burden for C Corporations, several states stand out due to their favorable corporate tax rates and overall business-friendly environments. Below, we provide an overview of the states with the least taxes for C Corporations, including their corporate income tax rates, additional taxes, and key observations. @@ -148,7 +148,7 @@ When considering the tax burden for C Corporations, several states stand out due - **Considerations Beyond Taxes:** While tax rates are crucial, C Corporations should also consider other factors such as regulatory environment, access to markets, workforce availability, and overall business climate when selecting a state for incorporation. - **Growth Potential:** States like Ohio and North Carolina, while having low corporate tax rates, also provide significant growth potential and support for businesses, making them appealing options for C Corporations looking to expand. -In conclusion, C Corporations seeking to minimize their tax liabilities should consider incorporating in states with no corporate income tax or low rates, alongside evaluating the overall business environment to ensure long-term success.",2024-08-22T20:06:36.729747 +In conclusion, C Corporations seeking to minimize their tax liabilities should consider incorporating in states with no corporate income tax or low rates, alongside evaluating the overall business environment to ensure long-term success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:3,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out due to their favorable tax rates. Below is a comprehensive overview of the corporate tax rates in various states, particularly focusing on those with the least tax burden. @@ -199,7 +199,7 @@ When considering the tax environment for C Corporations in the United States, se ### Conclusion -In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations due to their absence of corporate income taxes. However, businesses must evaluate the full spectrum of tax implications, including gross receipts taxes in certain states, alongside other operational factors to make informed decisions about where to incorporate.",2024-08-22T20:06:36.729747 +In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations due to their absence of corporate income taxes. However, businesses must evaluate the full spectrum of tax implications, including gross receipts taxes in certain states, alongside other operational factors to make informed decisions about where to incorporate.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:4,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out due to their lower corporate income tax rates, lack of certain taxes, or favorable tax structures. This analysis will provide an overview of these states, their corporate tax rates, and insights into their overall tax environments. @@ -263,7 +263,7 @@ When considering the tax environment for C Corporations in the United States, se ### Conclusion -Choosing a state for a C Corporation involves evaluating not only the corporate tax rate but also the broader economic environment and potential growth opportunities. States with low or no corporate taxes can lead to significant savings, but businesses must also consider other operational factors that contribute to long-term success.",2024-08-22T20:06:36.729747 +Choosing a state for a C Corporation involves evaluating not only the corporate tax rate but also the broader economic environment and potential growth opportunities. States with low or no corporate taxes can lead to significant savings, but businesses must also consider other operational factors that contribute to long-term success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:5,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for C Corporations, we will focus on several key tax categories that typically affect corporate taxation, including: 1. **Corporate Income Tax Rates** @@ -307,7 +307,7 @@ Here is a summary of corporate income tax rates and other relevant taxes for var When considering the least taxing states for C Corporations, Wyoming, South Dakota, and Nevada emerge as the top contenders due to their zero corporate income tax rates and overall favorable tax environments. However, states like Florida and Texas also provide competitive advantages through their low or no corporate income tax, along with reasonable franchise taxes. Businesses should also consider factors such as the overall business environment, availability of resources, and market access when choosing a state for incorporation. -It's essential for corporations to conduct a comprehensive analysis of their specific circumstances, including projected revenues and expenses, to determine the most advantageous state for their operations.",2024-08-22T20:06:36.729747 +It's essential for corporations to conduct a comprehensive analysis of their specific circumstances, including projected revenues and expenses, to determine the most advantageous state for their operations.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:6,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out for their favorable tax rates. Below is a summary of the corporate tax rates across various states, focusing on those with the least tax burden for C Corporations. @@ -358,7 +358,7 @@ When considering the tax environment for C Corporations in the United States, se ### Conclusion -In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations with their zero corporate income tax rates. Other states, such as Florida and North Carolina, provide competitive rates and additional incentives that can further enhance the attractiveness of doing business there. When making decisions about where to incorporate or operate, C Corporations should weigh tax considerations alongside other critical business factors to ensure long-term success.",2024-08-22T20:06:36.729747 +In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations with their zero corporate income tax rates. Other states, such as Florida and North Carolina, provide competitive rates and additional incentives that can further enhance the attractiveness of doing business there. When making decisions about where to incorporate or operate, C Corporations should weigh tax considerations alongside other critical business factors to ensure long-term success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:7,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When evaluating the tax environment for C Corporations, several factors come into play, including corporate income tax rates, franchise taxes, and other related taxes. Below is an analysis of states known for their favorable tax climates for C Corporations, focusing on their corporate tax rates and overall tax burden. @@ -420,7 +420,7 @@ When evaluating the tax environment for C Corporations, several factors come int ### Conclusion -For C Corporations looking to minimize tax liabilities, states like Wyoming, Nevada, and South Dakota present the most advantageous environments due to their lack of corporate income taxes and franchise taxes. Businesses in these states can enjoy significant savings, which can be reinvested into growth and operational improvements. States like Florida and Texas also offer low tax rates, making them attractive alternatives depending on other business considerations.",2024-08-22T20:06:36.729747 +For C Corporations looking to minimize tax liabilities, states like Wyoming, Nevada, and South Dakota present the most advantageous environments due to their lack of corporate income taxes and franchise taxes. Businesses in these states can enjoy significant savings, which can be reinvested into growth and operational improvements. States like Florida and Texas also offer low tax rates, making them attractive alternatives depending on other business considerations.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:8,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When evaluating the tax landscape for C Corporations in the United States, various factors come into play, including corporate income tax rates, franchise taxes, and other business-related taxes. Here, we will provide an overview of states that are generally recognized for their favorable tax environments for C Corporations, focusing primarily on corporate income tax rates. @@ -479,7 +479,7 @@ The states mentioned above provide a favorable tax climate for C Corporations du ### Conclusion -Choosing the right state for C Corporation incorporation is vital for maximizing tax efficiency and long-term success. States like Wyoming, Nevada, and South Dakota stand out due to their lack of corporate income taxes, making them ideal candidates for businesses looking to minimize their tax burden. However, it’s essential to take a holistic view, considering both tax implications and broader business environment factors.",2024-08-22T20:06:36.729747 +Choosing the right state for C Corporation incorporation is vital for maximizing tax efficiency and long-term success. States like Wyoming, Nevada, and South Dakota stand out due to their lack of corporate income taxes, making them ideal candidates for businesses looking to minimize their tax burden. However, it’s essential to take a holistic view, considering both tax implications and broader business environment factors.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:9,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out due to their favorable tax rates and business-friendly policies. Below is a comprehensive analysis of the states with the least taxes for C Corporations, including an overview of corporate tax rates and other relevant tax considerations. @@ -543,4 +543,4 @@ When considering the tax environment for C Corporations in the United States, se - **Strategic Considerations:** Corporations should also consider the implications of operating in a state with low taxes, including potential impacts on customer base, supply chain logistics, and access to markets. -In conclusion, while tax rates are a critical factor in determining the best state for C Corporations, businesses should also evaluate the overall business environment and strategic fit when making location decisions.",2024-08-22T20:06:36.729747 +In conclusion, while tax rates are a critical factor in determining the best state for C Corporations, businesses should also evaluate the overall business environment and strategic fit when making location decisions.",2024-08-22T20:06:36.729747 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm.csv index 0669b3129..ec396f492 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:0,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for C Corporations, we will focus on the corporate income tax rates, as well as any additional taxes that may impact C Corporations, such as franchise taxes or gross receipts taxes. Below is an overview of the corporate tax rates for various states, highlighting those with the lowest rates, followed by a comprehensive analysis. ### Overview of Corporate Tax Rates by State @@ -36,7 +36,7 @@ fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:0 ### Conclusion -For C Corporations looking to minimize their tax liabilities, states such as Wyoming, South Dakota, and Nevada offer the most favorable environments with no corporate income tax. Other states like Florida and North Carolina provide low tax rates and a supportive business climate. However, businesses should consider a comprehensive range of factors, including additional taxes, incentives, and the overall economic environment, when making their decisions. This strategic approach can lead to significant long-term savings and operational advantages.",2024-08-22T20:06:36.729747 +For C Corporations looking to minimize their tax liabilities, states such as Wyoming, South Dakota, and Nevada offer the most favorable environments with no corporate income tax. Other states like Florida and North Carolina provide low tax rates and a supportive business climate. However, businesses should consider a comprehensive range of factors, including additional taxes, incentives, and the overall economic environment, when making their decisions. This strategic approach can lead to significant long-term savings and operational advantages.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:1,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for C Corporations, we will focus on several key aspects, including state corporate income tax rates, franchise taxes, and other relevant business taxes. This analysis can help C Corporations determine the most tax-friendly environments for conducting their business. Below is a comprehensive overview of corporate tax rates in various states. ### Overview of Corporate Tax Rates @@ -82,7 +82,7 @@ fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:1 ### Conclusion -To summarize, C Corporations seeking tax-effective locations can benefit from the states with no corporate income tax, such as Nevada, South Dakota, and Wyoming. However, states with low tax rates, such as North Carolina and Florida, can also provide substantial savings. Businesses must carefully analyze not just the tax rates, but also the franchise taxes, business regulations, and overall economic conditions of potential states. By doing so, C Corporations can optimize their operations for both financial benefits and business success.",2024-08-22T20:06:36.729747 +To summarize, C Corporations seeking tax-effective locations can benefit from the states with no corporate income tax, such as Nevada, South Dakota, and Wyoming. However, states with low tax rates, such as North Carolina and Florida, can also provide substantial savings. Businesses must carefully analyze not just the tax rates, but also the franchise taxes, business regulations, and overall economic conditions of potential states. By doing so, C Corporations can optimize their operations for both financial benefits and business success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:2,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax burden for C Corporations, several states stand out due to their favorable corporate tax rates and overall business-friendly environments. Below, we provide an overview of the states with the least taxes for C Corporations, including their corporate income tax rates, additional taxes, and key observations. @@ -148,7 +148,7 @@ When considering the tax burden for C Corporations, several states stand out due - **Considerations Beyond Taxes:** While tax rates are crucial, C Corporations should also consider other factors such as regulatory environment, access to markets, workforce availability, and overall business climate when selecting a state for incorporation. - **Growth Potential:** States like Ohio and North Carolina, while having low corporate tax rates, also provide significant growth potential and support for businesses, making them appealing options for C Corporations looking to expand. -In conclusion, C Corporations seeking to minimize their tax liabilities should consider incorporating in states with no corporate income tax or low rates, alongside evaluating the overall business environment to ensure long-term success.",2024-08-22T20:06:36.729747 +In conclusion, C Corporations seeking to minimize their tax liabilities should consider incorporating in states with no corporate income tax or low rates, alongside evaluating the overall business environment to ensure long-term success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:3,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out due to their favorable tax rates. Below is a comprehensive overview of the corporate tax rates in various states, particularly focusing on those with the least tax burden. @@ -199,7 +199,7 @@ When considering the tax environment for C Corporations in the United States, se ### Conclusion -In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations due to their absence of corporate income taxes. However, businesses must evaluate the full spectrum of tax implications, including gross receipts taxes in certain states, alongside other operational factors to make informed decisions about where to incorporate.",2024-08-22T20:06:36.729747 +In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations due to their absence of corporate income taxes. However, businesses must evaluate the full spectrum of tax implications, including gross receipts taxes in certain states, alongside other operational factors to make informed decisions about where to incorporate.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:4,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out due to their lower corporate income tax rates, lack of certain taxes, or favorable tax structures. This analysis will provide an overview of these states, their corporate tax rates, and insights into their overall tax environments. @@ -263,7 +263,7 @@ When considering the tax environment for C Corporations in the United States, se ### Conclusion -Choosing a state for a C Corporation involves evaluating not only the corporate tax rate but also the broader economic environment and potential growth opportunities. States with low or no corporate taxes can lead to significant savings, but businesses must also consider other operational factors that contribute to long-term success.",2024-08-22T20:06:36.729747 +Choosing a state for a C Corporation involves evaluating not only the corporate tax rate but also the broader economic environment and potential growth opportunities. States with low or no corporate taxes can lead to significant savings, but businesses must also consider other operational factors that contribute to long-term success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:5,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for C Corporations, we will focus on several key tax categories that typically affect corporate taxation, including: 1. **Corporate Income Tax Rates** @@ -307,7 +307,7 @@ Here is a summary of corporate income tax rates and other relevant taxes for var When considering the least taxing states for C Corporations, Wyoming, South Dakota, and Nevada emerge as the top contenders due to their zero corporate income tax rates and overall favorable tax environments. However, states like Florida and Texas also provide competitive advantages through their low or no corporate income tax, along with reasonable franchise taxes. Businesses should also consider factors such as the overall business environment, availability of resources, and market access when choosing a state for incorporation. -It's essential for corporations to conduct a comprehensive analysis of their specific circumstances, including projected revenues and expenses, to determine the most advantageous state for their operations.",2024-08-22T20:06:36.729747 +It's essential for corporations to conduct a comprehensive analysis of their specific circumstances, including projected revenues and expenses, to determine the most advantageous state for their operations.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:6,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out for their favorable tax rates. Below is a summary of the corporate tax rates across various states, focusing on those with the least tax burden for C Corporations. @@ -358,7 +358,7 @@ When considering the tax environment for C Corporations in the United States, se ### Conclusion -In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations with their zero corporate income tax rates. Other states, such as Florida and North Carolina, provide competitive rates and additional incentives that can further enhance the attractiveness of doing business there. When making decisions about where to incorporate or operate, C Corporations should weigh tax considerations alongside other critical business factors to ensure long-term success.",2024-08-22T20:06:36.729747 +In summary, states like Wyoming, South Dakota, and Nevada offer the most favorable tax environments for C Corporations with their zero corporate income tax rates. Other states, such as Florida and North Carolina, provide competitive rates and additional incentives that can further enhance the attractiveness of doing business there. When making decisions about where to incorporate or operate, C Corporations should weigh tax considerations alongside other critical business factors to ensure long-term success.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:7,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When evaluating the tax environment for C Corporations, several factors come into play, including corporate income tax rates, franchise taxes, and other related taxes. Below is an analysis of states known for their favorable tax climates for C Corporations, focusing on their corporate tax rates and overall tax burden. @@ -420,7 +420,7 @@ When evaluating the tax environment for C Corporations, several factors come int ### Conclusion -For C Corporations looking to minimize tax liabilities, states like Wyoming, Nevada, and South Dakota present the most advantageous environments due to their lack of corporate income taxes and franchise taxes. Businesses in these states can enjoy significant savings, which can be reinvested into growth and operational improvements. States like Florida and Texas also offer low tax rates, making them attractive alternatives depending on other business considerations.",2024-08-22T20:06:36.729747 +For C Corporations looking to minimize tax liabilities, states like Wyoming, Nevada, and South Dakota present the most advantageous environments due to their lack of corporate income taxes and franchise taxes. Businesses in these states can enjoy significant savings, which can be reinvested into growth and operational improvements. States like Florida and Texas also offer low tax rates, making them attractive alternatives depending on other business considerations.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:8,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When evaluating the tax landscape for C Corporations in the United States, various factors come into play, including corporate income tax rates, franchise taxes, and other business-related taxes. Here, we will provide an overview of states that are generally recognized for their favorable tax environments for C Corporations, focusing primarily on corporate income tax rates. @@ -479,7 +479,7 @@ The states mentioned above provide a favorable tax climate for C Corporations du ### Conclusion -Choosing the right state for C Corporation incorporation is vital for maximizing tax efficiency and long-term success. States like Wyoming, Nevada, and South Dakota stand out due to their lack of corporate income taxes, making them ideal candidates for businesses looking to minimize their tax burden. However, it’s essential to take a holistic view, considering both tax implications and broader business environment factors.",2024-08-22T20:06:36.729747 +Choosing the right state for C Corporation incorporation is vital for maximizing tax efficiency and long-term success. States like Wyoming, Nevada, and South Dakota stand out due to their lack of corporate income taxes, making them ideal candidates for businesses looking to minimize their tax burden. However, it’s essential to take a holistic view, considering both tax implications and broader business environment factors.",2024-08-22T20:06:36.729747 fc955922-f144-4faf-8d28-eddbb19ef9c9,Financial-Analysis-Agent-spreesheet-swarm:9,Analyze the states with the least taxes for C Corporations. provide an overview of all tax rates and add them with a comprehensive analysis,"### Overview of States with the Least Taxes for C Corporations When considering the tax environment for C Corporations in the United States, several states stand out due to their favorable tax rates and business-friendly policies. Below is a comprehensive analysis of the states with the least taxes for C Corporations, including an overview of corporate tax rates and other relevant tax considerations. @@ -543,4 +543,4 @@ When considering the tax environment for C Corporations in the United States, se - **Strategic Considerations:** Corporations should also consider the implications of operating in a state with low taxes, including potential impacts on customer base, supply chain logistics, and access to markets. -In conclusion, while tax rates are a critical factor in determining the best state for C Corporations, businesses should also evaluate the overall business environment and strategic fit when making location decisions.",2024-08-22T20:06:36.729747 +In conclusion, while tax rates are a critical factor in determining the best state for C Corporations, businesses should also evaluate the overall business environment and strategic fit when making location decisions.",2024-08-22T20:06:36.729747 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo 2.csv index 3e59ad20b..687981f70 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:0,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the best states for forming a Limited Liability Company (LLC) based on tax rates, it’s important to evaluate various types of taxes that may affect LLCs, including state income taxes, franchise taxes, sales taxes, and other business-related taxes. Below is an analysis of states that are generally recognized for having favorable tax environments for LLCs. ### Overview of States with Low Taxes for LLCs @@ -54,7 +54,7 @@ Run ID,Agent Name,Task,Result,Timestamp In summary, states like Wyoming, Nevada, and South Dakota stand out for their lack of state income taxes and franchise taxes, making them ideal for LLC formation. Delaware, while having a state income tax, offers significant legal advantages that can be beneficial for larger businesses or those seeking investment. Each state's specific advantages should be weighed against the nature of the business, projected income, and operational needs. -When choosing a state for LLC formation, it’s also important to consider other factors such as local business regulations, market access, and the overall business climate in addition to tax rates.",2024-08-22T21:32:18.630941 +When choosing a state for LLC formation, it’s also important to consider other factors such as local business regulations, market access, and the overall business climate in addition to tax rates.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:1,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), the choice of state can significantly impact the overall tax burden. Below is an overview of states with the least taxes for LLCs, including a summary of relevant tax rates and a comprehensive analysis of their implications. ### Overview of States with Low Taxes for LLCs @@ -108,7 +108,7 @@ When choosing a state for LLC formation, it’s also important to consider other When choosing a state for LLC formation, businesses should consider not only the tax rates but also the overall business environment, regulatory framework, and potential for growth. States like Wyoming and South Dakota stand out for their lack of state income tax and low fees, making them ideal for minimizing tax liabilities. Nevada and Delaware offer unique advantages, particularly for businesses seeking a robust legal framework and investor appeal. Florida presents a favorable option for LLCs with its absence of state income tax for individuals and a growing economy. -Ultimately, the best choice will depend on the specific needs and goals of the LLC, including where the business will operate, the nature of its activities, and the long-term strategic vision.",2024-08-22T21:32:18.630941 +Ultimately, the best choice will depend on the specific needs and goals of the LLC, including where the business will operate, the nature of its activities, and the long-term strategic vision.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:2,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the best states for Limited Liability Companies (LLCs) in terms of tax rates, several factors come into play, including state income tax, franchise tax, sales tax, and other applicable fees. Below is an overview of states with favorable tax environments for LLCs, along with a comprehensive analysis of their tax rates. ### Overview of States with Low Tax Rates for LLCs @@ -168,7 +168,7 @@ Ultimately, the best choice will depend on the specific needs and goals of the L ### Conclusion -When selecting a state for forming an LLC, it is essential to consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming and South Dakota stand out for their lack of income and franchise taxes, while Delaware remains a popular choice for its legal framework. Ultimately, the best state for an LLC will depend on the specific needs and circumstances of the business, including its revenue, structure, and long-term goals.",2024-08-22T21:32:18.630941 +When selecting a state for forming an LLC, it is essential to consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming and South Dakota stand out for their lack of income and franchise taxes, while Delaware remains a popular choice for its legal framework. Ultimately, the best state for an LLC will depend on the specific needs and circumstances of the business, including its revenue, structure, and long-term goals.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:3,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for Limited Liability Companies (LLCs), it is important to consider various tax obligations that LLCs may face, including state income tax, franchise tax, gross receipts tax, and other business-related taxes. Below is an overview of states that offer favorable tax environments for LLCs, along with a comparison of their tax rates. ### States with Least Taxes for LLCs @@ -229,7 +229,7 @@ When selecting a state for forming an LLC, it is essential to consider not only - **Sales Tax Considerations**: While some states have higher sales tax rates, LLCs can often pass these costs to consumers. States like Florida and Texas have moderate sales tax rates but still remain competitive due to their lack of personal income tax. - **Business Environment**: Apart from tax rates, factors such as business regulations, legal protections, and overall economic environment are also important for LLC owners to consider when choosing a state. -In conclusion, LLCs looking to minimize taxes should consider incorporating in states with no income tax and no franchise tax. This analysis highlights Wyoming, Nevada, and South Dakota as particularly advantageous states for LLC formation.",2024-08-22T21:32:18.630941 +In conclusion, LLCs looking to minimize taxes should consider incorporating in states with no income tax and no franchise tax. This analysis highlights Wyoming, Nevada, and South Dakota as particularly advantageous states for LLC formation.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:4,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), the choice of state can significantly impact the tax burden on the business. Below is an overview of states that are known for having favorable tax environments for LLCs, along with a comprehensive analysis of their tax rates. ### States with the Least Taxes for LLCs @@ -283,7 +283,7 @@ In conclusion, LLCs looking to minimize taxes should consider incorporating in s ### Conclusion -When selecting a state for LLC formation, it is essential to consider not only the tax rates but also the overall business environment, regulatory framework, and potential costs associated with compliance. States like Wyoming and Nevada stand out for their lack of state income and franchise taxes, while Delaware offers legal advantages despite its income tax. South Dakota and Florida also provide favorable conditions for LLCs, making them attractive options for business owners seeking to minimize their tax burden. Ultimately, the best choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 +When selecting a state for LLC formation, it is essential to consider not only the tax rates but also the overall business environment, regulatory framework, and potential costs associated with compliance. States like Wyoming and Nevada stand out for their lack of state income and franchise taxes, while Delaware offers legal advantages despite its income tax. South Dakota and Florida also provide favorable conditions for LLCs, making them attractive options for business owners seeking to minimize their tax burden. Ultimately, the best choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:5,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), tax implications are a significant factor. Different states in the U.S. offer varying tax rates and structures that can impact the overall tax burden for LLCs. Below is an overview of states with the least taxes for LLCs, including a summary of tax rates and a comprehensive analysis. ### Overview of States with Low Taxes for LLCs @@ -332,7 +332,7 @@ When selecting a state for LLC formation, it is essential to consider not only t When choosing a state for forming an LLC, it is essential to consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming and Nevada stand out for their lack of state income and franchise taxes, making them particularly attractive for LLCs. Delaware, while having a higher income tax, offers significant advantages in terms of legal structure and protections, which can be beneficial for larger or more complex businesses. -Ultimately, the best choice will depend on the specific needs and goals of the business, including where the business will operate, the expected revenue, and the long-term growth strategy. Consulting with a tax professional or legal advisor is recommended to navigate the complexities of state tax laws and to ensure compliance with all regulations.",2024-08-22T21:32:18.630941 +Ultimately, the best choice will depend on the specific needs and goals of the business, including where the business will operate, the expected revenue, and the long-term growth strategy. Consulting with a tax professional or legal advisor is recommended to navigate the complexities of state tax laws and to ensure compliance with all regulations.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:6,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the states with the least taxes for Limited Liability Companies (LLCs), business owners typically look at various tax structures, including state income tax, franchise tax, sales tax, and other relevant taxation forms. Below is a comprehensive overview of the states that are generally regarded as having favorable tax environments for LLCs, along with their respective tax rates and an analysis of the implications for business owners. ### Overview of States with Low Tax Rates for LLCs @@ -394,7 +394,7 @@ Ultimately, the best choice will depend on the specific needs and goals of the b ### Conclusion -Ultimately, the decision on where to establish an LLC should not solely hinge on tax rates. Business owners should consider the overall business climate, operational costs, and long-term goals. States like Wyoming, Nevada, and South Dakota offer substantial tax advantages, making them attractive options for forming LLCs, particularly for those looking to minimize taxation while maximizing business growth potential.",2024-08-22T21:32:18.630941 +Ultimately, the decision on where to establish an LLC should not solely hinge on tax rates. Business owners should consider the overall business climate, operational costs, and long-term goals. States like Wyoming, Nevada, and South Dakota offer substantial tax advantages, making them attractive options for forming LLCs, particularly for those looking to minimize taxation while maximizing business growth potential.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:7,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), the choice of state can significantly impact the overall tax burden. Below is an overview of states that are known for having low or no taxes for LLCs, along with a comprehensive analysis of their tax rates and implications for business owners. ### Overview of States with Low Tax Rates for LLCs @@ -460,7 +460,7 @@ Ultimately, the decision on where to establish an LLC should not solely hinge on ### Conclusion -When selecting a state for LLC formation, business owners should consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming, Nevada, and Florida offer significant advantages due to their favorable tax structures, while Delaware is ideal for those seeking strong legal protections. Ultimately, the choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 +When selecting a state for LLC formation, business owners should consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming, Nevada, and Florida offer significant advantages due to their favorable tax structures, while Delaware is ideal for those seeking strong legal protections. Ultimately, the choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:8,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), many business owners look for states with favorable tax environments. Below is an analysis of states with the least taxes for LLCs, including an overview of tax rates and a comprehensive analysis of the implications for LLC owners. ### States with the Least Taxes for LLCs @@ -516,7 +516,7 @@ When selecting a state for LLC formation, business owners should consider not on ### Conclusion -When selecting a state for LLC formation, business owners should consider a combination of tax rates, annual fees, legal protections, and the overall business environment. States like Wyoming, Nevada, and New Hampshire offer significant tax advantages, making them ideal for LLCs looking to minimize their tax burden while maximizing operational flexibility. Each state's unique offerings can cater to different business needs, so it's essential for entrepreneurs to evaluate their specific circumstances before making a decision.",2024-08-22T21:32:18.630941 +When selecting a state for LLC formation, business owners should consider a combination of tax rates, annual fees, legal protections, and the overall business environment. States like Wyoming, Nevada, and New Hampshire offer significant tax advantages, making them ideal for LLCs looking to minimize their tax burden while maximizing operational flexibility. Each state's unique offerings can cater to different business needs, so it's essential for entrepreneurs to evaluate their specific circumstances before making a decision.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:9,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the states with the least taxes for Limited Liability Companies (LLCs), it’s important to evaluate various types of taxes that may apply, including income tax, franchise tax, sales tax, and other relevant fees. Below is an overview of states that are generally considered tax-friendly for LLCs, along with a comprehensive analysis of their tax rates: ### States with the Least Taxes for LLCs @@ -594,4 +594,4 @@ When selecting a state for LLC formation, business owners should consider a comb ### Conclusion -When selecting a state for establishing an LLC, business owners should consider not only the tax rates but also the overall business environment, legal protections, and administrative ease. States like Wyoming, Nevada, and South Dakota stand out as particularly low-tax options, while others like Delaware and Texas offer strategic advantages despite slightly higher fees or taxes. Each state provides unique benefits that can align with different business goals and structures.",2024-08-22T21:32:18.630941 +When selecting a state for establishing an LLC, business owners should consider not only the tax rates but also the overall business environment, legal protections, and administrative ease. States like Wyoming, Nevada, and South Dakota stand out as particularly low-tax options, while others like Delaware and Texas offer strategic advantages despite slightly higher fees or taxes. Each state provides unique benefits that can align with different business goals and structures.",2024-08-22T21:32:18.630941 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo.csv index 3e59ad20b..687981f70 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/financial_spreed_sheet_swarm_demo.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:0,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the best states for forming a Limited Liability Company (LLC) based on tax rates, it’s important to evaluate various types of taxes that may affect LLCs, including state income taxes, franchise taxes, sales taxes, and other business-related taxes. Below is an analysis of states that are generally recognized for having favorable tax environments for LLCs. ### Overview of States with Low Taxes for LLCs @@ -54,7 +54,7 @@ Run ID,Agent Name,Task,Result,Timestamp In summary, states like Wyoming, Nevada, and South Dakota stand out for their lack of state income taxes and franchise taxes, making them ideal for LLC formation. Delaware, while having a state income tax, offers significant legal advantages that can be beneficial for larger businesses or those seeking investment. Each state's specific advantages should be weighed against the nature of the business, projected income, and operational needs. -When choosing a state for LLC formation, it’s also important to consider other factors such as local business regulations, market access, and the overall business climate in addition to tax rates.",2024-08-22T21:32:18.630941 +When choosing a state for LLC formation, it’s also important to consider other factors such as local business regulations, market access, and the overall business climate in addition to tax rates.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:1,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), the choice of state can significantly impact the overall tax burden. Below is an overview of states with the least taxes for LLCs, including a summary of relevant tax rates and a comprehensive analysis of their implications. ### Overview of States with Low Taxes for LLCs @@ -108,7 +108,7 @@ When choosing a state for LLC formation, it’s also important to consider other When choosing a state for LLC formation, businesses should consider not only the tax rates but also the overall business environment, regulatory framework, and potential for growth. States like Wyoming and South Dakota stand out for their lack of state income tax and low fees, making them ideal for minimizing tax liabilities. Nevada and Delaware offer unique advantages, particularly for businesses seeking a robust legal framework and investor appeal. Florida presents a favorable option for LLCs with its absence of state income tax for individuals and a growing economy. -Ultimately, the best choice will depend on the specific needs and goals of the LLC, including where the business will operate, the nature of its activities, and the long-term strategic vision.",2024-08-22T21:32:18.630941 +Ultimately, the best choice will depend on the specific needs and goals of the LLC, including where the business will operate, the nature of its activities, and the long-term strategic vision.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:2,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the best states for Limited Liability Companies (LLCs) in terms of tax rates, several factors come into play, including state income tax, franchise tax, sales tax, and other applicable fees. Below is an overview of states with favorable tax environments for LLCs, along with a comprehensive analysis of their tax rates. ### Overview of States with Low Tax Rates for LLCs @@ -168,7 +168,7 @@ Ultimately, the best choice will depend on the specific needs and goals of the L ### Conclusion -When selecting a state for forming an LLC, it is essential to consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming and South Dakota stand out for their lack of income and franchise taxes, while Delaware remains a popular choice for its legal framework. Ultimately, the best state for an LLC will depend on the specific needs and circumstances of the business, including its revenue, structure, and long-term goals.",2024-08-22T21:32:18.630941 +When selecting a state for forming an LLC, it is essential to consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming and South Dakota stand out for their lack of income and franchise taxes, while Delaware remains a popular choice for its legal framework. Ultimately, the best state for an LLC will depend on the specific needs and circumstances of the business, including its revenue, structure, and long-term goals.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:3,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"To analyze the states with the least taxes for Limited Liability Companies (LLCs), it is important to consider various tax obligations that LLCs may face, including state income tax, franchise tax, gross receipts tax, and other business-related taxes. Below is an overview of states that offer favorable tax environments for LLCs, along with a comparison of their tax rates. ### States with Least Taxes for LLCs @@ -229,7 +229,7 @@ When selecting a state for forming an LLC, it is essential to consider not only - **Sales Tax Considerations**: While some states have higher sales tax rates, LLCs can often pass these costs to consumers. States like Florida and Texas have moderate sales tax rates but still remain competitive due to their lack of personal income tax. - **Business Environment**: Apart from tax rates, factors such as business regulations, legal protections, and overall economic environment are also important for LLC owners to consider when choosing a state. -In conclusion, LLCs looking to minimize taxes should consider incorporating in states with no income tax and no franchise tax. This analysis highlights Wyoming, Nevada, and South Dakota as particularly advantageous states for LLC formation.",2024-08-22T21:32:18.630941 +In conclusion, LLCs looking to minimize taxes should consider incorporating in states with no income tax and no franchise tax. This analysis highlights Wyoming, Nevada, and South Dakota as particularly advantageous states for LLC formation.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:4,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), the choice of state can significantly impact the tax burden on the business. Below is an overview of states that are known for having favorable tax environments for LLCs, along with a comprehensive analysis of their tax rates. ### States with the Least Taxes for LLCs @@ -283,7 +283,7 @@ In conclusion, LLCs looking to minimize taxes should consider incorporating in s ### Conclusion -When selecting a state for LLC formation, it is essential to consider not only the tax rates but also the overall business environment, regulatory framework, and potential costs associated with compliance. States like Wyoming and Nevada stand out for their lack of state income and franchise taxes, while Delaware offers legal advantages despite its income tax. South Dakota and Florida also provide favorable conditions for LLCs, making them attractive options for business owners seeking to minimize their tax burden. Ultimately, the best choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 +When selecting a state for LLC formation, it is essential to consider not only the tax rates but also the overall business environment, regulatory framework, and potential costs associated with compliance. States like Wyoming and Nevada stand out for their lack of state income and franchise taxes, while Delaware offers legal advantages despite its income tax. South Dakota and Florida also provide favorable conditions for LLCs, making them attractive options for business owners seeking to minimize their tax burden. Ultimately, the best choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:5,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), tax implications are a significant factor. Different states in the U.S. offer varying tax rates and structures that can impact the overall tax burden for LLCs. Below is an overview of states with the least taxes for LLCs, including a summary of tax rates and a comprehensive analysis. ### Overview of States with Low Taxes for LLCs @@ -332,7 +332,7 @@ When selecting a state for LLC formation, it is essential to consider not only t When choosing a state for forming an LLC, it is essential to consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming and Nevada stand out for their lack of state income and franchise taxes, making them particularly attractive for LLCs. Delaware, while having a higher income tax, offers significant advantages in terms of legal structure and protections, which can be beneficial for larger or more complex businesses. -Ultimately, the best choice will depend on the specific needs and goals of the business, including where the business will operate, the expected revenue, and the long-term growth strategy. Consulting with a tax professional or legal advisor is recommended to navigate the complexities of state tax laws and to ensure compliance with all regulations.",2024-08-22T21:32:18.630941 +Ultimately, the best choice will depend on the specific needs and goals of the business, including where the business will operate, the expected revenue, and the long-term growth strategy. Consulting with a tax professional or legal advisor is recommended to navigate the complexities of state tax laws and to ensure compliance with all regulations.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:6,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the states with the least taxes for Limited Liability Companies (LLCs), business owners typically look at various tax structures, including state income tax, franchise tax, sales tax, and other relevant taxation forms. Below is a comprehensive overview of the states that are generally regarded as having favorable tax environments for LLCs, along with their respective tax rates and an analysis of the implications for business owners. ### Overview of States with Low Tax Rates for LLCs @@ -394,7 +394,7 @@ Ultimately, the best choice will depend on the specific needs and goals of the b ### Conclusion -Ultimately, the decision on where to establish an LLC should not solely hinge on tax rates. Business owners should consider the overall business climate, operational costs, and long-term goals. States like Wyoming, Nevada, and South Dakota offer substantial tax advantages, making them attractive options for forming LLCs, particularly for those looking to minimize taxation while maximizing business growth potential.",2024-08-22T21:32:18.630941 +Ultimately, the decision on where to establish an LLC should not solely hinge on tax rates. Business owners should consider the overall business climate, operational costs, and long-term goals. States like Wyoming, Nevada, and South Dakota offer substantial tax advantages, making them attractive options for forming LLCs, particularly for those looking to minimize taxation while maximizing business growth potential.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:7,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), the choice of state can significantly impact the overall tax burden. Below is an overview of states that are known for having low or no taxes for LLCs, along with a comprehensive analysis of their tax rates and implications for business owners. ### Overview of States with Low Tax Rates for LLCs @@ -460,7 +460,7 @@ Ultimately, the decision on where to establish an LLC should not solely hinge on ### Conclusion -When selecting a state for LLC formation, business owners should consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming, Nevada, and Florida offer significant advantages due to their favorable tax structures, while Delaware is ideal for those seeking strong legal protections. Ultimately, the choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 +When selecting a state for LLC formation, business owners should consider not only the tax rates but also the overall business environment, legal protections, and operational costs. States like Wyoming, Nevada, and Florida offer significant advantages due to their favorable tax structures, while Delaware is ideal for those seeking strong legal protections. Ultimately, the choice will depend on the specific needs and goals of the business.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:8,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the formation of a Limited Liability Company (LLC), many business owners look for states with favorable tax environments. Below is an analysis of states with the least taxes for LLCs, including an overview of tax rates and a comprehensive analysis of the implications for LLC owners. ### States with the Least Taxes for LLCs @@ -516,7 +516,7 @@ When selecting a state for LLC formation, business owners should consider not on ### Conclusion -When selecting a state for LLC formation, business owners should consider a combination of tax rates, annual fees, legal protections, and the overall business environment. States like Wyoming, Nevada, and New Hampshire offer significant tax advantages, making them ideal for LLCs looking to minimize their tax burden while maximizing operational flexibility. Each state's unique offerings can cater to different business needs, so it's essential for entrepreneurs to evaluate their specific circumstances before making a decision.",2024-08-22T21:32:18.630941 +When selecting a state for LLC formation, business owners should consider a combination of tax rates, annual fees, legal protections, and the overall business environment. States like Wyoming, Nevada, and New Hampshire offer significant tax advantages, making them ideal for LLCs looking to minimize their tax burden while maximizing operational flexibility. Each state's unique offerings can cater to different business needs, so it's essential for entrepreneurs to evaluate their specific circumstances before making a decision.",2024-08-22T21:32:18.630941 0f5a8663-b157-4ebf-b559-b977beefafe6,Financial-Analysis-Agent-spreesheet-swarm:9,Analyze the states with the least taxes for LLCs. Provide an overview of all tax rates and add them with a comprehensive analysis,"When considering the states with the least taxes for Limited Liability Companies (LLCs), it’s important to evaluate various types of taxes that may apply, including income tax, franchise tax, sales tax, and other relevant fees. Below is an overview of states that are generally considered tax-friendly for LLCs, along with a comprehensive analysis of their tax rates: ### States with the Least Taxes for LLCs @@ -594,4 +594,4 @@ When selecting a state for LLC formation, business owners should consider a comb ### Conclusion -When selecting a state for establishing an LLC, business owners should consider not only the tax rates but also the overall business environment, legal protections, and administrative ease. States like Wyoming, Nevada, and South Dakota stand out as particularly low-tax options, while others like Delaware and Texas offer strategic advantages despite slightly higher fees or taxes. Each state provides unique benefits that can align with different business goals and structures.",2024-08-22T21:32:18.630941 +When selecting a state for establishing an LLC, business owners should consider not only the tax rates but also the overall business environment, legal protections, and administrative ease. States like Wyoming, Nevada, and South Dakota stand out as particularly low-tax options, while others like Delaware and Texas offer strategic advantages despite slightly higher fees or taxes. Each state provides unique benefits that can align with different business goals and structures.",2024-08-22T21:32:18.630941 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results 2.csv index c818222c4..8a8dbc2ed 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 94a487c3-2036-426c-8c8f-f782fef3caae,QR-Code-Generator-Agent-Luma,Generate Python scripts to create QR codes for the provided links and save them as image files.,"To generate a QR code for the link `https://lu.ma/jjc1b2bo` and save it as an image file, you can use the `qrcode` library in Python. If you haven't installed the library yet, you can do so using pip: ```bash @@ -41,7 +41,7 @@ print(""QR code generated and saved as 'qr_code.png'."") 6. **Save the Image**: The image is saved as `qr_code.png` in the current directory. ### Running the Script: -You can run this script in your Python environment, and it will generate a QR code image file named `qr_code.png` in the same directory as the script.",2024-08-22T22:02:39.161654 +You can run this script in your Python environment, and it will generate a QR code image file named `qr_code.png` in the same directory as the script.",2024-08-22T22:02:39.161654 94a487c3-2036-426c-8c8f-f782fef3caae,QR-Code-Generator-Agent-Cookbook,Generate Python scripts to create QR codes for the provided links and save them as image files.,"To generate a QR code for the provided link and save it as an image file, you can use the `qrcode` library in Python. If you haven't installed this library yet, you can do so using pip: ```bash @@ -87,4 +87,4 @@ print(""QR code generated and saved as 'cookbook_qr_code.png'"") ``` 5. After running the script, you will find the QR code saved as `cookbook_qr_code.png` in the same directory as your script. -This QR code will link to the specified GitHub page when scanned.",2024-08-22T22:02:39.161654 +This QR code will link to the specified GitHub page when scanned.",2024-08-22T22:02:39.161654 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results.csv index c818222c4..8a8dbc2ed 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/qr_code_generation_results.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 94a487c3-2036-426c-8c8f-f782fef3caae,QR-Code-Generator-Agent-Luma,Generate Python scripts to create QR codes for the provided links and save them as image files.,"To generate a QR code for the link `https://lu.ma/jjc1b2bo` and save it as an image file, you can use the `qrcode` library in Python. If you haven't installed the library yet, you can do so using pip: ```bash @@ -41,7 +41,7 @@ print(""QR code generated and saved as 'qr_code.png'."") 6. **Save the Image**: The image is saved as `qr_code.png` in the current directory. ### Running the Script: -You can run this script in your Python environment, and it will generate a QR code image file named `qr_code.png` in the same directory as the script.",2024-08-22T22:02:39.161654 +You can run this script in your Python environment, and it will generate a QR code image file named `qr_code.png` in the same directory as the script.",2024-08-22T22:02:39.161654 94a487c3-2036-426c-8c8f-f782fef3caae,QR-Code-Generator-Agent-Cookbook,Generate Python scripts to create QR codes for the provided links and save them as image files.,"To generate a QR code for the provided link and save it as an image file, you can use the `qrcode` library in Python. If you haven't installed this library yet, you can do so using pip: ```bash @@ -87,4 +87,4 @@ print(""QR code generated and saved as 'cookbook_qr_code.png'"") ``` 5. After running the script, you will find the QR code saved as `cookbook_qr_code.png` in the same directory as your script. -This QR code will link to the specified GitHub page when scanned.",2024-08-22T22:02:39.161654 +This QR code will link to the specified GitHub page when scanned.",2024-08-22T22:02:39.161654 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet 2.csv index 4fdcfa165..3a1200955 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -63,7 +63,7 @@ Run ID,Agent Name,Task,Result,Timestamp 🔗 Explore more: [View Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #RealEstateGoals #PoolsideParadise",2024-08-23T12:23:52.034036 +#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #RealEstateGoals #PoolsideParadise",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -156,7 +156,7 @@ This estate is not just a home; it’s a lifestyle. Don’t miss your chance to --- -Feel free to adjust the images and captions based on your branding and audience preferences!",2024-08-23T12:23:52.034036 +Feel free to adjust the images and captions based on your branding and audience preferences!",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -280,7 +280,7 @@ Embrace the luxury lifestyle and enjoy endless amenities—all nestled on over * ✨ Tell us your favorite way to unwind at home! -#LuxuryRealEstate #HomeInspiration #RoanokeTX #RealEstateListing #Investment #GatedCommunity #OutdoorLiving",2024-08-23T12:23:52.034036 +#LuxuryRealEstate #HomeInspiration #RoanokeTX #RealEstateListing #Investment #GatedCommunity #OutdoorLiving",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -400,7 +400,7 @@ Mark your calendars and come see for yourself what luxury living truly means! #OpenHouse #LuxuryRealEstate #QuailHollowEstates #NorthTexasLuxury #HomeTour #DreamHome #RealEstateInvestments -Feel free to customize the date and time for the open house!",2024-08-23T12:23:52.034036 +Feel free to customize the date and time for the open house!",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -514,7 +514,7 @@ Warm Regards, --- -Feel free to customize this email with specific client names or additional information you may have on your audience to enhance the personalization aspect!",2024-08-23T12:23:52.034036 +Feel free to customize this email with specific client names or additional information you may have on your audience to enhance the personalization aspect!",2024-08-23T12:23:52.034036 2fab889e-aa41-473b-a703-4a2ab8f3f007,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -586,7 +586,7 @@ Invest in your future with this exquisite property in the prestigious Quail Holl #LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #PoolsideParadise #LuxuryLiving #HomeSweetHome #RoanokeTX #TexasRealEstate -📸 [Insert high-quality images of the property here]",2024-08-23T17:41:54.289436 +📸 [Insert high-quality images of the property here]",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -683,7 +683,7 @@ With luxurious finishes, designer lighting, and a sports court for basketball or --- -Feel free to adjust the images and specific details to better match your branding and aesthetic!",2024-08-23T17:41:54.289436 +Feel free to adjust the images and specific details to better match your branding and aesthetic!",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -804,7 +804,7 @@ This exquisite estate at **1609 Meandering Way Dr, Roanoke, TX** is more than ju --- -These posts are designed to engage potential buyers by highlighting the unique features of the property while providing an inviting call to action and using relevant hashtags to increase visibility.",2024-08-23T17:41:54.289436 +These posts are designed to engage potential buyers by highlighting the unique features of the property while providing an inviting call to action and using relevant hashtags to increase visibility.",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -884,7 +884,7 @@ This property not only redefines luxury but also represents a unique **investmen --- -Feel free to reach out for more information or to schedule a private tour. This exquisite estate is waiting to welcome you home!",2024-08-23T17:41:54.289436 +Feel free to reach out for more information or to schedule a private tour. This exquisite estate is waiting to welcome you home!",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -989,4 +989,4 @@ Best regards, --- -Feel free to customize the recipient's name and add your specific contact information before sending out this email campaign. Happy selling!",2024-08-23T17:41:54.289436 +Feel free to customize the recipient's name and add your specific contact information before sending out this email campaign. Happy selling!",2024-08-23T17:41:54.289436 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet.csv index 4fdcfa165..3a1200955 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -63,7 +63,7 @@ Run ID,Agent Name,Task,Result,Timestamp 🔗 Explore more: [View Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #RealEstateGoals #PoolsideParadise",2024-08-23T12:23:52.034036 +#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #RealEstateGoals #PoolsideParadise",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -156,7 +156,7 @@ This estate is not just a home; it’s a lifestyle. Don’t miss your chance to --- -Feel free to adjust the images and captions based on your branding and audience preferences!",2024-08-23T12:23:52.034036 +Feel free to adjust the images and captions based on your branding and audience preferences!",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -280,7 +280,7 @@ Embrace the luxury lifestyle and enjoy endless amenities—all nestled on over * ✨ Tell us your favorite way to unwind at home! -#LuxuryRealEstate #HomeInspiration #RoanokeTX #RealEstateListing #Investment #GatedCommunity #OutdoorLiving",2024-08-23T12:23:52.034036 +#LuxuryRealEstate #HomeInspiration #RoanokeTX #RealEstateListing #Investment #GatedCommunity #OutdoorLiving",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -400,7 +400,7 @@ Mark your calendars and come see for yourself what luxury living truly means! #OpenHouse #LuxuryRealEstate #QuailHollowEstates #NorthTexasLuxury #HomeTour #DreamHome #RealEstateInvestments -Feel free to customize the date and time for the open house!",2024-08-23T12:23:52.034036 +Feel free to customize the date and time for the open house!",2024-08-23T12:23:52.034036 9b1b8bf9-d775-4041-9e92-eb0fa5e19692,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -514,7 +514,7 @@ Warm Regards, --- -Feel free to customize this email with specific client names or additional information you may have on your audience to enhance the personalization aspect!",2024-08-23T12:23:52.034036 +Feel free to customize this email with specific client names or additional information you may have on your audience to enhance the personalization aspect!",2024-08-23T12:23:52.034036 2fab889e-aa41-473b-a703-4a2ab8f3f007,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -586,7 +586,7 @@ Invest in your future with this exquisite property in the prestigious Quail Holl #LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #PoolsideParadise #LuxuryLiving #HomeSweetHome #RoanokeTX #TexasRealEstate -📸 [Insert high-quality images of the property here]",2024-08-23T17:41:54.289436 +📸 [Insert high-quality images of the property here]",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -683,7 +683,7 @@ With luxurious finishes, designer lighting, and a sports court for basketball or --- -Feel free to adjust the images and specific details to better match your branding and aesthetic!",2024-08-23T17:41:54.289436 +Feel free to adjust the images and specific details to better match your branding and aesthetic!",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -804,7 +804,7 @@ This exquisite estate at **1609 Meandering Way Dr, Roanoke, TX** is more than ju --- -These posts are designed to engage potential buyers by highlighting the unique features of the property while providing an inviting call to action and using relevant hashtags to increase visibility.",2024-08-23T17:41:54.289436 +These posts are designed to engage potential buyers by highlighting the unique features of the property while providing an inviting call to action and using relevant hashtags to increase visibility.",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -884,7 +884,7 @@ This property not only redefines luxury but also represents a unique **investmen --- -Feel free to reach out for more information or to schedule a private tour. This exquisite estate is waiting to welcome you home!",2024-08-23T17:41:54.289436 +Feel free to reach out for more information or to schedule a private tour. This exquisite estate is waiting to welcome you home!",2024-08-23T17:41:54.289436 2fab889e-aa41-473b-a703-4a2ab8f3f007,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -989,4 +989,4 @@ Best regards, --- -Feel free to customize the recipient's name and add your specific contact information before sending out this email campaign. Happy selling!",2024-08-23T17:41:54.289436 +Feel free to customize the recipient's name and add your specific contact information before sending out this email campaign. Happy selling!",2024-08-23T17:41:54.289436 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2 2.csv index 24fd16695..8b4ef4b4a 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 53aad389-e46f-4500-9d43-32db38483072,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -68,7 +68,7 @@ Run ID,Agent Name,Task,Result,Timestamp #LuxuryRealEstate #NorthTexasHomes #QuailHollowEstates #DreamHome #RealEstateInvestment #PoolLife #LuxuryLiving #HomeSweetHome -📸 [Include high-quality images showcasing the property]",2024-08-23T18:22:45.819407 +📸 [Include high-quality images showcasing the property]",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -168,7 +168,7 @@ Whether you're hosting family gatherings or enjoying serene evenings by the fire --- -**Note:** Make sure to adjust the images to match the features highlighted in the post for maximum engagement!",2024-08-23T18:22:45.819407 +**Note:** Make sure to adjust the images to match the features highlighted in the post for maximum engagement!",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -255,7 +255,7 @@ With its prime location and luxurious amenities, this estate is not just a home --- -Feel free to adjust the images and captions to best fit your branding and audience preferences!",2024-08-23T18:22:45.819407 +Feel free to adjust the images and captions to best fit your branding and audience preferences!",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -361,7 +361,7 @@ This property is a must-see for luxury enthusiasts and savvy investors alike! 🔗 [Discover this stunning property here](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryHomes #RealEstateInvestment #NorthTexas #QuailHollowEstates #LuxuryRealtor #DreamHome #HomeGoals #RoanokeTX #LuxuryLifestyle #RealEstateExcellence",2024-08-23T18:22:45.819407 +#LuxuryHomes #RealEstateInvestment #NorthTexas #QuailHollowEstates #LuxuryRealtor #DreamHome #HomeGoals #RoanokeTX #LuxuryLifestyle #RealEstateExcellence",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -484,7 +484,7 @@ Best Regards, --- -This email campaign and social media post strategy is designed to not only highlight the luxurious features of the property but also to create urgency and encourage potential buyers to take action.",2024-08-23T18:22:45.819407 +This email campaign and social media post strategy is designed to not only highlight the luxurious features of the property but also to create urgency and encourage potential buyers to take action.",2024-08-23T18:22:45.819407 84d3756e-2805-4e58-a921-ffab3e2d500d,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -567,7 +567,7 @@ This email campaign and social media post strategy is designed to not only highl 🔗 Check it out: [1609 Meandering Way Dr](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #TexasHomes #QuailHollow #LuxuryLiving #RealEstate #HomeGoals #InvestmentProperty #LuxuryLifestyle",2024-08-23T18:29:53.259747 +#LuxuryRealEstate #TexasHomes #QuailHollow #LuxuryLiving #RealEstate #HomeGoals #InvestmentProperty #LuxuryLifestyle",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -654,7 +654,7 @@ Don’t miss the chance to own this extraordinary property! Click the link in bi ### Additional Tips: - Use Instagram Stories to create a virtual tour of the property. - Engage with your audience by asking them which feature they love the most. -- Consider running targeted ads to reach potential buyers in the North Texas area.",2024-08-23T18:29:53.259747 +- Consider running targeted ads to reach potential buyers in the North Texas area.",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -774,7 +774,7 @@ Whether you’re entertaining guests or enjoying a quiet evening, this estate ha --- -Feel free to use these posts to engage your audience and showcase the luxurious features of this stunning property!",2024-08-23T18:29:53.259747 +Feel free to use these posts to engage your audience and showcase the luxurious features of this stunning property!",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -858,7 +858,7 @@ This property is more than just a home; it’s a lifestyle. Don’t miss your ch #LuxuryRealEstate #NorthTexasHomes #QuailHollowEstates #InvestmentOpportunity #DreamHome #RealEstate #LuxuryLiving #RoanokeTX #CustomEstate #PoolsideParadise #SmartHome #LuxuryLifestyle #RealEstateInvesting -![Luxury Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/)",2024-08-23T18:29:53.259747 +![Luxury Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/)",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -987,4 +987,4 @@ Don’t miss your chance to own this exquisite estate! **Reply to this email or ### Additional Tips: - Personalize the email with the recipient's name and any previous interactions you've had. - Consider segmenting your email list to target potential buyers specifically interested in luxury properties. -- Use A/B testing for subject lines to see which ones resonate more with your audience.",2024-08-23T18:29:53.259747 +- Use A/B testing for subject lines to see which ones resonate more with your audience.",2024-08-23T18:29:53.259747 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2.csv index 24fd16695..8b4ef4b4a 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 53aad389-e46f-4500-9d43-32db38483072,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -68,7 +68,7 @@ Run ID,Agent Name,Task,Result,Timestamp #LuxuryRealEstate #NorthTexasHomes #QuailHollowEstates #DreamHome #RealEstateInvestment #PoolLife #LuxuryLiving #HomeSweetHome -📸 [Include high-quality images showcasing the property]",2024-08-23T18:22:45.819407 +📸 [Include high-quality images showcasing the property]",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -168,7 +168,7 @@ Whether you're hosting family gatherings or enjoying serene evenings by the fire --- -**Note:** Make sure to adjust the images to match the features highlighted in the post for maximum engagement!",2024-08-23T18:22:45.819407 +**Note:** Make sure to adjust the images to match the features highlighted in the post for maximum engagement!",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -255,7 +255,7 @@ With its prime location and luxurious amenities, this estate is not just a home --- -Feel free to adjust the images and captions to best fit your branding and audience preferences!",2024-08-23T18:22:45.819407 +Feel free to adjust the images and captions to best fit your branding and audience preferences!",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -361,7 +361,7 @@ This property is a must-see for luxury enthusiasts and savvy investors alike! 🔗 [Discover this stunning property here](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryHomes #RealEstateInvestment #NorthTexas #QuailHollowEstates #LuxuryRealtor #DreamHome #HomeGoals #RoanokeTX #LuxuryLifestyle #RealEstateExcellence",2024-08-23T18:22:45.819407 +#LuxuryHomes #RealEstateInvestment #NorthTexas #QuailHollowEstates #LuxuryRealtor #DreamHome #HomeGoals #RoanokeTX #LuxuryLifestyle #RealEstateExcellence",2024-08-23T18:22:45.819407 53aad389-e46f-4500-9d43-32db38483072,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -484,7 +484,7 @@ Best Regards, --- -This email campaign and social media post strategy is designed to not only highlight the luxurious features of the property but also to create urgency and encourage potential buyers to take action.",2024-08-23T18:22:45.819407 +This email campaign and social media post strategy is designed to not only highlight the luxurious features of the property but also to create urgency and encourage potential buyers to take action.",2024-08-23T18:22:45.819407 84d3756e-2805-4e58-a921-ffab3e2d500d,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -567,7 +567,7 @@ This email campaign and social media post strategy is designed to not only highl 🔗 Check it out: [1609 Meandering Way Dr](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #TexasHomes #QuailHollow #LuxuryLiving #RealEstate #HomeGoals #InvestmentProperty #LuxuryLifestyle",2024-08-23T18:29:53.259747 +#LuxuryRealEstate #TexasHomes #QuailHollow #LuxuryLiving #RealEstate #HomeGoals #InvestmentProperty #LuxuryLifestyle",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -654,7 +654,7 @@ Don’t miss the chance to own this extraordinary property! Click the link in bi ### Additional Tips: - Use Instagram Stories to create a virtual tour of the property. - Engage with your audience by asking them which feature they love the most. -- Consider running targeted ads to reach potential buyers in the North Texas area.",2024-08-23T18:29:53.259747 +- Consider running targeted ads to reach potential buyers in the North Texas area.",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -774,7 +774,7 @@ Whether you’re entertaining guests or enjoying a quiet evening, this estate ha --- -Feel free to use these posts to engage your audience and showcase the luxurious features of this stunning property!",2024-08-23T18:29:53.259747 +Feel free to use these posts to engage your audience and showcase the luxurious features of this stunning property!",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -858,7 +858,7 @@ This property is more than just a home; it’s a lifestyle. Don’t miss your ch #LuxuryRealEstate #NorthTexasHomes #QuailHollowEstates #InvestmentOpportunity #DreamHome #RealEstate #LuxuryLiving #RoanokeTX #CustomEstate #PoolsideParadise #SmartHome #LuxuryLifestyle #RealEstateInvesting -![Luxury Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/)",2024-08-23T18:29:53.259747 +![Luxury Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/)",2024-08-23T18:29:53.259747 84d3756e-2805-4e58-a921-ffab3e2d500d,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -987,4 +987,4 @@ Don’t miss your chance to own this exquisite estate! **Reply to this email or ### Additional Tips: - Personalize the email with the recipient's name and any previous interactions you've had. - Consider segmenting your email list to target potential buyers specifically interested in luxury properties. -- Use A/B testing for subject lines to see which ones resonate more with your audience.",2024-08-23T18:29:53.259747 +- Use A/B testing for subject lines to see which ones resonate more with your audience.",2024-08-23T18:29:53.259747 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3 2.csv index 46fb3c43d..a78eb4ee7 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -65,7 +65,7 @@ c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Twitter-RealEstate-Agent," 🔗 [Explore more](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #PoolsideParadise #GourmetKitchen #LuxuryLifestyle",2024-08-23T18:30:46.162162 +#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #PoolsideParadise #GourmetKitchen #LuxuryLifestyle",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -157,7 +157,7 @@ This home is not just a residence; it's a lifestyle. Don't miss your chance to o --- -Feel free to adjust the images and captions to better fit your brand's voice and aesthetic!",2024-08-23T18:30:46.162162 +Feel free to adjust the images and captions to better fit your brand's voice and aesthetic!",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -280,7 +280,7 @@ This home is a perfect blend of elegance and recreation, making it a must-see fo --- -Feel free to customize the images and adjust the hashtags to fit your audience better!",2024-08-23T18:30:46.162162 +Feel free to customize the images and adjust the hashtags to fit your audience better!",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -397,7 +397,7 @@ This estate is not just a home; it’s a lifestyle choice for those who apprecia #LuxuryRealEstate #RoanokeTX #InvestmentOpportunity #QuailHollowEstates #DreamHome #NorthTexasLuxury #RealEstateMarket #HomeGoals -Feel free to use these posts to engage your audience and showcase the incredible features of this luxury property!",2024-08-23T18:30:46.162162 +Feel free to use these posts to engage your audience and showcase the incredible features of this luxury property!",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -517,7 +517,7 @@ Don’t miss out on this exclusive opportunity. Click [here](https://www.zillow. --- -Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T18:30:46.162162 +Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T18:30:46.162162 f08ce12d-909e-4d8c-8597-cfc257eb9028,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -584,7 +584,7 @@ f08ce12d-909e-4d8c-8597-cfc257eb9028,Twitter-RealEstate-Agent," #LuxuryRealEstate #RoanokeTX #DreamHome #RealEstateInvesting #QuailHollowEstates #LuxuryLifestyle #HomeSweetHome #TexasRealEstate #PoolsideParadise -📸 [Insert stunning images of the property]",2024-08-23T19:12:36.420148 +📸 [Insert stunning images of the property]",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -677,7 +677,7 @@ This is not just a home; it’s a lifestyle. Whether you’re hosting gatherings --- -**Tip:** Make sure to tag relevant accounts (like local real estate pages or luxury lifestyle influencers) to increase engagement and visibility!",2024-08-23T19:12:36.420148 +**Tip:** Make sure to tag relevant accounts (like local real estate pages or luxury lifestyle influencers) to increase engagement and visibility!",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -804,7 +804,7 @@ Don’t miss your chance to own this incredible property! --- -Feel free to customize or add any specific images or additional details that best resonate with your target audience!",2024-08-23T19:12:36.420148 +Feel free to customize or add any specific images or additional details that best resonate with your target audience!",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -914,7 +914,7 @@ This property presents not only a stunning home but a smart investment in one of --- -Feel free to pair these posts with high-quality images showcasing the property's stunning features to captivate your audience!",2024-08-23T19:12:36.420148 +Feel free to pair these posts with high-quality images showcasing the property's stunning features to captivate your audience!",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1041,7 +1041,7 @@ From the gourmet kitchen with **Subzero and Wolf appliances** to the outdoor oas --- -Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T19:12:36.420148 +Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T19:12:36.420148 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1106,7 +1106,7 @@ Invest in your dream home today! 🔗 Explore now: [Link to Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #RoanokeTX #DreamHome #TexasProperties #RealEstateInvestment #QuailHollowEstates #HomeSweetHome",2024-08-23T19:13:54.129747 +#LuxuryRealEstate #RoanokeTX #DreamHome #TexasProperties #RealEstateInvestment #QuailHollowEstates #HomeSweetHome",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1235,7 +1235,7 @@ Ready to call this luxurious retreat your own? Explore more—link in bio! 🌟 --- -These posts are tailored to showcase the luxury property and its features while using engaging captions and strategic hashtags to attract potential buyers interested in high-end real estate in North Texas.",2024-08-23T19:13:54.129747 +These posts are tailored to showcase the luxury property and its features while using engaging captions and strategic hashtags to attract potential buyers interested in high-end real estate in North Texas.",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1318,7 +1318,7 @@ Every corner of this estate radiates elegance, from designer lighting to exquisi --- -*📸 [Include high-quality images of the property, including the kitchen, master suite, outdoor space, and entertainment areas.]*",2024-08-23T19:13:54.129747 +*📸 [Include high-quality images of the property, including the kitchen, master suite, outdoor space, and entertainment areas.]*",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1399,7 +1399,7 @@ This residence not only offers luxury but also a lifestyle of leisure and entert ✨ **Don't miss out on this exceptional opportunity!** Contact me today for a private tour! -#LuxuryRealEstate #RoanokeTX #QuailHollowEstates #DreamHome #RealEstateInvestment #LuxuryLiving #NorthTexasRealEstate #HomeSweetHome #OpenHouse #PropertyListing #InvestmentOpportunity #LuxuryLifestyle",2024-08-23T19:13:54.129747 +#LuxuryRealEstate #RoanokeTX #QuailHollowEstates #DreamHome #RealEstateInvestment #LuxuryLiving #NorthTexasRealEstate #HomeSweetHome #OpenHouse #PropertyListing #InvestmentOpportunity #LuxuryLifestyle",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1525,4 +1525,4 @@ Start your luxury living journey today! 🔗 [Explore Now](https://www.zillow.co --- -Feel free to customize these suggestions as needed to better suit your brand voice and audience!",2024-08-23T19:13:54.129747 +Feel free to customize these suggestions as needed to better suit your brand voice and audience!",2024-08-23T19:13:54.129747 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3.csv index 46fb3c43d..a78eb4ee7 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_2_3.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -65,7 +65,7 @@ c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Twitter-RealEstate-Agent," 🔗 [Explore more](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #PoolsideParadise #GourmetKitchen #LuxuryLifestyle",2024-08-23T18:30:46.162162 +#LuxuryRealEstate #NorthTexasHomes #DreamHome #RealEstateInvestment #QuailHollowEstates #RoanokeTX #LuxuryLiving #HomeSweetHome #PoolsideParadise #GourmetKitchen #LuxuryLifestyle",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -157,7 +157,7 @@ This home is not just a residence; it's a lifestyle. Don't miss your chance to o --- -Feel free to adjust the images and captions to better fit your brand's voice and aesthetic!",2024-08-23T18:30:46.162162 +Feel free to adjust the images and captions to better fit your brand's voice and aesthetic!",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -280,7 +280,7 @@ This home is a perfect blend of elegance and recreation, making it a must-see fo --- -Feel free to customize the images and adjust the hashtags to fit your audience better!",2024-08-23T18:30:46.162162 +Feel free to customize the images and adjust the hashtags to fit your audience better!",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -397,7 +397,7 @@ This estate is not just a home; it’s a lifestyle choice for those who apprecia #LuxuryRealEstate #RoanokeTX #InvestmentOpportunity #QuailHollowEstates #DreamHome #NorthTexasLuxury #RealEstateMarket #HomeGoals -Feel free to use these posts to engage your audience and showcase the incredible features of this luxury property!",2024-08-23T18:30:46.162162 +Feel free to use these posts to engage your audience and showcase the incredible features of this luxury property!",2024-08-23T18:30:46.162162 c1eb9204-dacd-43b7-8f5c-8a574c3e4c52,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -517,7 +517,7 @@ Don’t miss out on this exclusive opportunity. Click [here](https://www.zillow. --- -Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T18:30:46.162162 +Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T18:30:46.162162 f08ce12d-909e-4d8c-8597-cfc257eb9028,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -584,7 +584,7 @@ f08ce12d-909e-4d8c-8597-cfc257eb9028,Twitter-RealEstate-Agent," #LuxuryRealEstate #RoanokeTX #DreamHome #RealEstateInvesting #QuailHollowEstates #LuxuryLifestyle #HomeSweetHome #TexasRealEstate #PoolsideParadise -📸 [Insert stunning images of the property]",2024-08-23T19:12:36.420148 +📸 [Insert stunning images of the property]",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -677,7 +677,7 @@ This is not just a home; it’s a lifestyle. Whether you’re hosting gatherings --- -**Tip:** Make sure to tag relevant accounts (like local real estate pages or luxury lifestyle influencers) to increase engagement and visibility!",2024-08-23T19:12:36.420148 +**Tip:** Make sure to tag relevant accounts (like local real estate pages or luxury lifestyle influencers) to increase engagement and visibility!",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -804,7 +804,7 @@ Don’t miss your chance to own this incredible property! --- -Feel free to customize or add any specific images or additional details that best resonate with your target audience!",2024-08-23T19:12:36.420148 +Feel free to customize or add any specific images or additional details that best resonate with your target audience!",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -914,7 +914,7 @@ This property presents not only a stunning home but a smart investment in one of --- -Feel free to pair these posts with high-quality images showcasing the property's stunning features to captivate your audience!",2024-08-23T19:12:36.420148 +Feel free to pair these posts with high-quality images showcasing the property's stunning features to captivate your audience!",2024-08-23T19:12:36.420148 f08ce12d-909e-4d8c-8597-cfc257eb9028,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1041,7 +1041,7 @@ From the gourmet kitchen with **Subzero and Wolf appliances** to the outdoor oas --- -Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T19:12:36.420148 +Feel free to adjust any details to better fit your brand voice or specific audience!",2024-08-23T19:12:36.420148 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Twitter-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1106,7 +1106,7 @@ Invest in your dream home today! 🔗 Explore now: [Link to Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryRealEstate #RoanokeTX #DreamHome #TexasProperties #RealEstateInvestment #QuailHollowEstates #HomeSweetHome",2024-08-23T19:13:54.129747 +#LuxuryRealEstate #RoanokeTX #DreamHome #TexasProperties #RealEstateInvestment #QuailHollowEstates #HomeSweetHome",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1235,7 +1235,7 @@ Ready to call this luxurious retreat your own? Explore more—link in bio! 🌟 --- -These posts are tailored to showcase the luxury property and its features while using engaging captions and strategic hashtags to attract potential buyers interested in high-end real estate in North Texas.",2024-08-23T19:13:54.129747 +These posts are tailored to showcase the luxury property and its features while using engaging captions and strategic hashtags to attract potential buyers interested in high-end real estate in North Texas.",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1318,7 +1318,7 @@ Every corner of this estate radiates elegance, from designer lighting to exquisi --- -*📸 [Include high-quality images of the property, including the kitchen, master suite, outdoor space, and entertainment areas.]*",2024-08-23T19:13:54.129747 +*📸 [Include high-quality images of the property, including the kitchen, master suite, outdoor space, and entertainment areas.]*",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1399,7 +1399,7 @@ This residence not only offers luxury but also a lifestyle of leisure and entert ✨ **Don't miss out on this exceptional opportunity!** Contact me today for a private tour! -#LuxuryRealEstate #RoanokeTX #QuailHollowEstates #DreamHome #RealEstateInvestment #LuxuryLiving #NorthTexasRealEstate #HomeSweetHome #OpenHouse #PropertyListing #InvestmentOpportunity #LuxuryLifestyle",2024-08-23T19:13:54.129747 +#LuxuryRealEstate #RoanokeTX #QuailHollowEstates #DreamHome #RealEstateInvestment #LuxuryLiving #NorthTexasRealEstate #HomeSweetHome #OpenHouse #PropertyListing #InvestmentOpportunity #LuxuryLifestyle",2024-08-23T19:13:54.129747 c51358dc-cfd1-4975-8010-d1cdd6317c8f,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -1525,4 +1525,4 @@ Start your luxury living journey today! 🔗 [Explore Now](https://www.zillow.co --- -Feel free to customize these suggestions as needed to better suit your brand voice and audience!",2024-08-23T19:13:54.129747 +Feel free to customize these suggestions as needed to better suit your brand voice and audience!",2024-08-23T19:13:54.129747 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5 2.csv index 60be97d19..4c9eba686 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5 2.csv @@ -64,7 +64,7 @@ Perfect for family gatherings and entertaining, this home is a true gem! #LuxuryRealEstate #RoanokeTX #DreamHome #InvestmentOpportunity #QuailHollowEstates #TexasLuxuryLiving #RealEstateInvesting #HomeSweetHome #LuxuryListing -📸 [Insert captivating images of the property]",2024-08-23T19:15:36.612662 +📸 [Insert captivating images of the property]",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -164,7 +164,7 @@ Don’t miss out on this incredible opportunity! Click the link in bio for more --- -This post will attract potential buyers looking for luxury properties while highlighting the unique features and investment potential of the estate.",2024-08-23T19:15:36.612662 +This post will attract potential buyers looking for luxury properties while highlighting the unique features and investment potential of the estate.",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -281,7 +281,7 @@ This home is designed for those who appreciate the finer things in life. With 6 --- -Feel free to pair these posts with high-quality images of the property and its standout features to capture the attention of potential buyers!",2024-08-23T19:15:36.612662 +Feel free to pair these posts with high-quality images of the property and its standout features to capture the attention of potential buyers!",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -387,7 +387,7 @@ This home is more than just a residence; it’s a lifestyle. Experience the perf 🔗 Discover more: [View Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryHome #NorthTexasRealEstate #QuailHollowEstates #CustomHome #LuxuryLifestyle #RealEstateMarket #Investment #DreamHome",2024-08-23T19:15:36.612662 +#LuxuryHome #NorthTexasRealEstate #QuailHollowEstates #CustomHome #LuxuryLifestyle #RealEstateMarket #Investment #DreamHome",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -507,4 +507,4 @@ Don’t miss out on this incredible opportunity! Click the link below to explore --- -This email campaign emphasizes personalization and a clear call to action, encouraging potential buyers to engage with the property while highlighting its luxurious features and investment potential.",2024-08-23T19:15:36.612662 +This email campaign emphasizes personalization and a clear call to action, encouraging potential buyers to engage with the property while highlighting its luxurious features and investment potential.",2024-08-23T19:15:36.612662 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5.csv index 60be97d19..4c9eba686 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5.csv @@ -64,7 +64,7 @@ Perfect for family gatherings and entertaining, this home is a true gem! #LuxuryRealEstate #RoanokeTX #DreamHome #InvestmentOpportunity #QuailHollowEstates #TexasLuxuryLiving #RealEstateInvesting #HomeSweetHome #LuxuryListing -📸 [Insert captivating images of the property]",2024-08-23T19:15:36.612662 +📸 [Insert captivating images of the property]",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -164,7 +164,7 @@ Don’t miss out on this incredible opportunity! Click the link in bio for more --- -This post will attract potential buyers looking for luxury properties while highlighting the unique features and investment potential of the estate.",2024-08-23T19:15:36.612662 +This post will attract potential buyers looking for luxury properties while highlighting the unique features and investment potential of the estate.",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -281,7 +281,7 @@ This home is designed for those who appreciate the finer things in life. With 6 --- -Feel free to pair these posts with high-quality images of the property and its standout features to capture the attention of potential buyers!",2024-08-23T19:15:36.612662 +Feel free to pair these posts with high-quality images of the property and its standout features to capture the attention of potential buyers!",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -387,7 +387,7 @@ This home is more than just a residence; it’s a lifestyle. Experience the perf 🔗 Discover more: [View Property](https://www.zillow.com/homedetails/1609-Meandering-Way-Dr-Roanoke-TX-76262/308879785_zpid/) -#LuxuryHome #NorthTexasRealEstate #QuailHollowEstates #CustomHome #LuxuryLifestyle #RealEstateMarket #Investment #DreamHome",2024-08-23T19:15:36.612662 +#LuxuryHome #NorthTexasRealEstate #QuailHollowEstates #CustomHome #LuxuryLifestyle #RealEstateMarket #Investment #DreamHome",2024-08-23T19:15:36.612662 d7e56a4c-4614-4443-85fa-1ea540d3ee68,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -507,4 +507,4 @@ Don’t miss out on this incredible opportunity! Click the link below to explore --- -This email campaign emphasizes personalization and a clear call to action, encouraging potential buyers to engage with the property while highlighting its luxurious features and investment potential.",2024-08-23T19:15:36.612662 +This email campaign emphasizes personalization and a clear call to action, encouraging potential buyers to engage with the property while highlighting its luxurious features and investment potential.",2024-08-23T19:15:36.612662 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74 2.csv index 5f3435186..7f9ecab77 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74 2.csv @@ -73,7 +73,7 @@ Don't miss your chance to own this luxurious haven! 📸 [Image of the kitchen] 📸 [Image of the outdoor area] -👉 Tag a friend who needs to see this!",2024-08-23T19:19:23.715112 +👉 Tag a friend who needs to see this!",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -190,7 +190,7 @@ This is not just a bedroom; it's a lifestyle choice. Elevate your living experie --- -These posts are designed to captivate potential buyers and investors, showcasing the luxury and unique features of the property while encouraging engagement and inquiries.",2024-08-23T19:19:23.715112 +These posts are designed to captivate potential buyers and investors, showcasing the luxury and unique features of the property while encouraging engagement and inquiries.",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -310,7 +310,7 @@ Located in the exclusive **Quail Hollow Estates**, this home is designed for tho --- -Feel free to pair these posts with stunning images of the property, showcasing both interior and exterior highlights to capture attention and engagement from potential buyers!",2024-08-23T19:19:23.715112 +Feel free to pair these posts with stunning images of the property, showcasing both interior and exterior highlights to capture attention and engagement from potential buyers!",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -424,7 +424,7 @@ Looking for a luxurious estate that combines elegance with recreation? Look no f 💡 **Let’s connect and discuss how this home could be the perfect fit for you!** -#LuxuryRealEstate #NorthTexas #InvestmentOpportunity #RoanokeTX #DreamHome #RealEstateMarket #LuxuryLiving",2024-08-23T19:19:23.715112 +#LuxuryRealEstate #NorthTexas #InvestmentOpportunity #RoanokeTX #DreamHome #RealEstateMarket #LuxuryLiving",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -539,4 +539,4 @@ Warm regards, --- -By making the email feel personalized and informative, you increase the likelihood of engaging your audience and driving conversions.",2024-08-23T19:19:23.715112 +By making the email feel personalized and informative, you increase the likelihood of engaging your audience and driving conversions.",2024-08-23T19:19:23.715112 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74.csv index 5f3435186..7f9ecab77 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/real_estate_marketing_spreadsheet_5_74.csv @@ -73,7 +73,7 @@ Don't miss your chance to own this luxurious haven! 📸 [Image of the kitchen] 📸 [Image of the outdoor area] -👉 Tag a friend who needs to see this!",2024-08-23T19:19:23.715112 +👉 Tag a friend who needs to see this!",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,Instagram-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -190,7 +190,7 @@ This is not just a bedroom; it's a lifestyle choice. Elevate your living experie --- -These posts are designed to captivate potential buyers and investors, showcasing the luxury and unique features of the property while encouraging engagement and inquiries.",2024-08-23T19:19:23.715112 +These posts are designed to captivate potential buyers and investors, showcasing the luxury and unique features of the property while encouraging engagement and inquiries.",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,Facebook-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -310,7 +310,7 @@ Located in the exclusive **Quail Hollow Estates**, this home is designed for tho --- -Feel free to pair these posts with stunning images of the property, showcasing both interior and exterior highlights to capture attention and engagement from potential buyers!",2024-08-23T19:19:23.715112 +Feel free to pair these posts with stunning images of the property, showcasing both interior and exterior highlights to capture attention and engagement from potential buyers!",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,LinkedIn-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -424,7 +424,7 @@ Looking for a luxurious estate that combines elegance with recreation? Look no f 💡 **Let’s connect and discuss how this home could be the perfect fit for you!** -#LuxuryRealEstate #NorthTexas #InvestmentOpportunity #RoanokeTX #DreamHome #RealEstateMarket #LuxuryLiving",2024-08-23T19:19:23.715112 +#LuxuryRealEstate #NorthTexas #InvestmentOpportunity #RoanokeTX #DreamHome #RealEstateMarket #LuxuryLiving",2024-08-23T19:19:23.715112 4d9c28e9-2d08-4332-b7b3-549946ff772a,Email-RealEstate-Agent," Create posts to promote luxury properties in North Texas, highlighting their features, location, and investment potential. Include relevant hashtags, images, and engaging captions. @@ -539,4 +539,4 @@ Warm regards, --- -By making the email feel personalized and informative, you increase the likelihood of engaging your audience and driving conversions.",2024-08-23T19:19:23.715112 +By making the email feel personalized and informative, you increase the likelihood of engaging your audience and driving conversions.",2024-08-23T19:19:23.715112 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet 2.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet 2.csv index b858f69ec..f0f965dc0 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet 2.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are several engaging tweet ideas to promote hack nights in Miami Beach, tailored for developers, engineers, and tech enthusiasts: --- @@ -60,7 +60,7 @@ Run ID,Agent Name,Task,Result,Timestamp - Consider running a poll asking followers what projects they'd like to work on at the hack night. - Encourage retweets by offering a small prize for those who share the event post. -Feel free to adjust the dates, times, and links as necessary!",2024-08-22T21:42:18.716763 +Feel free to adjust the dates, times, and links as necessary!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image Idea:** A vibrant graphic featuring a Miami Beach skyline at sunset with coding elements (like binary code or circuit patterns) overlayed. @@ -151,7 +151,7 @@ Don’t miss out on the fun and innovation! --- -Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-22T21:42:18.716763 +Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Call to All Innovators! 🌟 **Join Us for Hack Night in Miami Beach!** 🌊 @@ -234,7 +234,7 @@ Don’t forget to bring your laptop and your best ideas. Let’s hack the night #MiamiHackers #TechMeetup #HackNight #Developers #Engineers #MiamiBeach #CreateAndInnovate -Feel free to adjust the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 +Feel free to adjust the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Email Campaign for Hack Nights in Miami Beach **Subject Line Ideas:** @@ -338,7 +338,7 @@ Bring your ideas and let’s make magic happen! --- -Feel free to adjust the details and images to fit your specific event and branding!",2024-08-22T21:42:18.716763 +Feel free to adjust the details and images to fit your specific event and branding!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are some more engaging tweet ideas to promote hack nights in Miami Beach, specifically designed for developers, engineers, and tech enthusiasts: --- @@ -400,7 +400,7 @@ Feel free to adjust the details and images to fit your specific event and brandi - Host a Twitter Spaces session a few days before the event to discuss what to expect and answer questions. - Create a hashtag challenge where attendees can share their project ideas leading up to the event using a unique hashtag. -Feel free to customize the dates, times, and RSVP links as needed!",2024-08-22T21:42:18.716763 +Feel free to customize the dates, times, and RSVP links as needed!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Kickoff Announcement **Image Idea:** An eye-catching graphic featuring the Miami Beach coastline with silhouettes of people coding on laptops against a sunset backdrop. @@ -489,7 +489,7 @@ Don’t miss out—let’s innovate together! --- -Make sure to customize the dates, times, and venues as necessary, and use high-quality, engaging images to attract your audience!",2024-08-22T21:42:18.716763 +Make sure to customize the dates, times, and venues as necessary, and use high-quality, engaging images to attract your audience!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Ignite Your Passion for Tech! 🌟 **Hack Night in Miami Beach is Here!** 🌊 @@ -572,7 +572,7 @@ Don’t forget to bring your laptop and your best ideas. Let’s hack the night #MiamiHackers #TechMeetup #HackNight #Developers #Engineers #MiamiBeach #CreateAndInnovate -Feel free to customize the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 +Feel free to customize the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Social Media Posts for Hack Nights in Miami Beach **Post 1:** @@ -654,4 +654,4 @@ Let’s innovate together! --- -Feel free to customize the dates, times, and images to suit your event and brand!",2024-08-22T21:42:18.716763 +Feel free to customize the dates, times, and images to suit your event and brand!",2024-08-22T21:42:18.716763 diff --git a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet.csv b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet.csv index b858f69ec..f0f965dc0 100644 --- a/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet.csv +++ b/examples/structs/swarms/spreadsheet_swarm/spreadsheet_swarm_examples/csvs/social_media_marketing_spreadsheet.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are several engaging tweet ideas to promote hack nights in Miami Beach, tailored for developers, engineers, and tech enthusiasts: --- @@ -60,7 +60,7 @@ Run ID,Agent Name,Task,Result,Timestamp - Consider running a poll asking followers what projects they'd like to work on at the hack night. - Encourage retweets by offering a small prize for those who share the event post. -Feel free to adjust the dates, times, and links as necessary!",2024-08-22T21:42:18.716763 +Feel free to adjust the dates, times, and links as necessary!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image Idea:** A vibrant graphic featuring a Miami Beach skyline at sunset with coding elements (like binary code or circuit patterns) overlayed. @@ -151,7 +151,7 @@ Don’t miss out on the fun and innovation! --- -Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-22T21:42:18.716763 +Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Call to All Innovators! 🌟 **Join Us for Hack Night in Miami Beach!** 🌊 @@ -234,7 +234,7 @@ Don’t forget to bring your laptop and your best ideas. Let’s hack the night #MiamiHackers #TechMeetup #HackNight #Developers #Engineers #MiamiBeach #CreateAndInnovate -Feel free to adjust the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 +Feel free to adjust the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Email Campaign for Hack Nights in Miami Beach **Subject Line Ideas:** @@ -338,7 +338,7 @@ Bring your ideas and let’s make magic happen! --- -Feel free to adjust the details and images to fit your specific event and branding!",2024-08-22T21:42:18.716763 +Feel free to adjust the details and images to fit your specific event and branding!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are some more engaging tweet ideas to promote hack nights in Miami Beach, specifically designed for developers, engineers, and tech enthusiasts: --- @@ -400,7 +400,7 @@ Feel free to adjust the details and images to fit your specific event and brandi - Host a Twitter Spaces session a few days before the event to discuss what to expect and answer questions. - Create a hashtag challenge where attendees can share their project ideas leading up to the event using a unique hashtag. -Feel free to customize the dates, times, and RSVP links as needed!",2024-08-22T21:42:18.716763 +Feel free to customize the dates, times, and RSVP links as needed!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Kickoff Announcement **Image Idea:** An eye-catching graphic featuring the Miami Beach coastline with silhouettes of people coding on laptops against a sunset backdrop. @@ -489,7 +489,7 @@ Don’t miss out—let’s innovate together! --- -Make sure to customize the dates, times, and venues as necessary, and use high-quality, engaging images to attract your audience!",2024-08-22T21:42:18.716763 +Make sure to customize the dates, times, and venues as necessary, and use high-quality, engaging images to attract your audience!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Ignite Your Passion for Tech! 🌟 **Hack Night in Miami Beach is Here!** 🌊 @@ -572,7 +572,7 @@ Don’t forget to bring your laptop and your best ideas. Let’s hack the night #MiamiHackers #TechMeetup #HackNight #Developers #Engineers #MiamiBeach #CreateAndInnovate -Feel free to customize the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 +Feel free to customize the dates, times, and venues as needed, and ensure the images used are eye-catching and relevant to the tech community!",2024-08-22T21:42:18.716763 7f7f8c91-34ed-4efd-a6f0-b996c242cadc,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Social Media Posts for Hack Nights in Miami Beach **Post 1:** @@ -654,4 +654,4 @@ Let’s innovate together! --- -Feel free to customize the dates, times, and images to suit your event and brand!",2024-08-22T21:42:18.716763 +Feel free to customize the dates, times, and images to suit your event and brand!",2024-08-22T21:42:18.716763 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:12:21.730257_run_id_63cb394ca9f6435aafefe253036bb282 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:12:21.730257_run_id_63cb394ca9f6435aafefe253036bb282 2.csv deleted file mode 100644 index 85218528d..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:12:21.730257_run_id_63cb394ca9f6435aafefe253036bb282 2.csv +++ /dev/null @@ -1,464 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -626d4669-5a66-4309-adfa-748a150c8a28,Twitter Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Twitter Thread on SpreadSheet Swarm Feature - -🧵 1/8 Exciting news, #TechCommunity! We’re thrilled to introduce our latest feature: **SpreadSheet Swarm**! 🚀 Let’s dive into what it is and how it can revolutionize your collaborative data processing experience! #DataScience #Collaboration - -2/8 🔍 **What is SpreadSheet Swarm?** It’s a powerful framework that allows teams to collaboratively work on spreadsheets in real-time, combining the power of GitHub's version control with the ease of traditional spreadsheets. #GitHub #Excel #DataManagement - -3/8 💡 **Benefits of Using SpreadSheet Swarm:** - - **Real-time Collaboration:** Multiple users can edit simultaneously, reducing bottlenecks and increasing productivity. #RemoteWork #Teamwork - - **Version Control:** Never worry about losing your data! Keep track of every change made, and revert if needed. #VersionControl #DataIntegrity - -4/8 🔄 **Seamless Integration:** Easily integrates with your existing tools & workflows. No steep learning curve, just straightforward collaboration! #DevOps #Productivity - -5/8 🔒 **Security First:** Robust security features ensure your data remains safe, with permissions you can customize according to your team's needs. #DataSecurity #Privacy - -6/8 🚀 **Get Started**: Head over to our GitHub to explore the SpreadSheet Swarm documentation! Let us know your thoughts and how you plan to use it! [GitHub Link] #OpenSource #Innovation - -7/8 🎉 **Engage with Us:** We're looking to hear from you! Share your experiences, suggestions, or any questions you may have about SpreadSheet Swarm. Tag us and join the conversation! #Feedback #Community - -8/8 🌟 Ready to elevate your data collaboration? Try **SpreadSheet Swarm** today and be part of the data revolution! Follow us for more updates and tips. @SwarmsCorp #DataRevolution #TechInnovation - ---- - -### Engagement Strategy: -- **Tag Influencers:** Each tweet can tag relevant tech influencers who focus on data analysis, collaboration tools, or productivity to amplify reach, such as @theresa_b, @scottgarrity, or @TechCrunch. -- **Trending Topics:** Monitor hashtags like #AI, #DataVisualization, or #RemoteWork to merge into those conversations when relevant. -- **Tweet Highlights:** Create engaging visuals or quick video demos showcasing the feature for better engagement. -- **Polls/Questions:** Include interactive elements like polls asking users what collaboration features they value the most. - -### Hashtags to Use: -- #SpreadSheetSwarm -- #DataCollaboration -- #ProductivityTools -- #TechForGood -- #CodingCommunity - ---- - -By leveraging these strategies, we aim to make the SpreadSheet Swarm a go-to solution for users looking to enhance their data collaboration experience! 🌍✨",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,LinkedIn Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### LinkedIn Article: Unlocking Team Productivity with the SpreadSheet Swarm Feature - -In today’s fast-paced tech environment, collaboration and efficiency are paramount for success. As teams work remotely and in hybrid settings, the need for tools that streamline workflows has never been more critical. Enter the **SpreadSheet Swarm**, a revolutionary feature of our Swarm's GitHub framework designed to enhance productivity for tech teams. - -#### What is SpreadSheet Swarm? - -The SpreadSheet Swarm feature empowers teams to collaborate seamlessly on data-driven projects. By integrating spreadsheet functionalities directly within the GitHub ecosystem, this feature allows team members to work together in real-time, eliminating the need for cumbersome email chains and version control headaches. - -#### Key Benefits: - -1. **Real-time Collaboration**: Multiple users can edit spreadsheets simultaneously, ensuring that everyone is on the same page and reducing the risk of conflicting versions. - -2. **Enhanced Data Visualization**: The SpreadSheet Swarm feature provides tools to visualize data trends, making it easier for teams to analyze metrics and make informed decisions quickly. - -3. **Integration with Existing Workflows**: Built on the GitHub framework, the SpreadSheet Swarm fits seamlessly into your existing workflows, allowing you to leverage your current tools without disruption. - -4. **Improved Accountability**: With clear version histories and user tracking, teams can hold each other accountable, ensuring that tasks are completed efficiently and on time. - -5. **Scalability**: Whether you’re a small startup or a large enterprise, the SpreadSheet Swarm is designed to scale with your needs, accommodating growing teams and complex projects. - -#### Real-world Applications - -Many tech teams have already begun leveraging the SpreadSheet Swarm feature to boost their productivity. For instance, a recent case study highlighted how a software development team was able to reduce their project turnaround time by 30% simply by integrating this feature into their daily operations. By having all relevant data accessible and editable in one place, decision-making became quicker, and the team could focus on delivering high-quality results. - -#### Join the Conversation - -I invite industry leaders and fellow professionals to connect and discuss how the SpreadSheet Swarm can transform your team’s productivity. Let’s share insights, best practices, and success stories. Together, we can harness the power of collaboration to drive innovation in our tech communities. - ---- - -### LinkedIn Post: 🚀 Boost Your Team's Productivity with SpreadSheet Swarm! - -🌟 Exciting news for all tech professionals! The new SpreadSheet Swarm feature within our Swarm's GitHub framework is here to revolutionize the way teams collaborate on data-driven projects. - -🔑 Key Benefits: -- Real-time collaboration -- Enhanced data visualization -- Seamless integration with your existing workflows -- Improved accountability -- Scalable for teams of all sizes - -💡 Discover how this innovative feature can help your team work smarter, not harder. Let’s connect and share insights! #SpreadSheetSwarm #GitHub #Productivity #TechTeams #Collaboration - ---- - -### Connecting with Industry Leaders - -As part of our strategy to promote the SpreadSheet Swarm feature, I will be actively reaching out to industry leaders in technology and project management. By engaging with their insights and sharing experiences, we can create a vibrant community focused on productivity and innovation. - -### Joining Relevant Groups - -I am also excited to join groups focused on technology, productivity tools, and project management on LinkedIn. By participating in discussions and sharing valuable content about the SpreadSheet Swarm, we can drive awareness and encourage more teams to harness its capabilities. - -Let’s work together to enhance collaboration in the tech industry!",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Facebook Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","To effectively market the SpreadSheet Swarm feature on various social media platforms, particularly through Facebook groups and pages, here's a strategic plan that includes engaging posts, live Q&A sessions, and weekly tips: - -### 1. **Identify Target Groups** - - Join tech-focused groups, data analysis communities, and software development forums on Facebook. - - Look for groups that focus on productivity tools, collaborative software, and project management. - -### 2. **Engaging Posts** - - **Weekly Tips Series**: Create a weekly post highlighting a specific feature or use case of the SpreadSheet Swarm. For example: - - **Week 1**: ""Did you know you can collaborate in real-time with your team using SpreadSheet Swarm? Here’s how to set it up!"" - - **Week 2**: ""Maximize your data analysis with SpreadSheet Swarm’s unique formula suggestions. Check out this tip!"" - - **User Testimonials**: Share success stories from users who have benefited from the SpreadSheet Swarm feature. - - **Polls and Questions**: Engage the community by asking questions about their spreadsheet challenges and how they currently collaborate. - -### 3. **Live Q&A Sessions** - - Schedule bi-weekly live Q&A sessions on Facebook to demonstrate the SpreadSheet Swarm feature. - - Promote these sessions in advance with engaging posts that encourage users to submit questions. - - During the session, provide a live demonstration of the feature, address user questions, and encourage feedback. - -### 4. **Visual Content** - - Create infographics or short video clips showcasing the benefits of SpreadSheet Swarm. - - Use visuals to simplify complex concepts related to collaboration and productivity. - -### 5. **Engagement and Interaction** - - Respond to comments and questions promptly to foster a community atmosphere. - - Encourage group members to share their own tips and experiences with the SpreadSheet Swarm. - -### 6. **Cross-Promotion** - - Share posts from related tech pages or groups that discuss spreadsheet tools or collaborative software, tagging your own posts to create visibility. - -### 7. **Incentives** - - Consider running contests or challenges where users can showcase their use of the SpreadSheet Swarm feature, with prizes like free subscriptions or branded merchandise. - -### 8. **Feedback Loop** - - After each live session or post, ask for feedback on what users would like to learn more about regarding the SpreadSheet Swarm feature. - -### Example Posts -- **Post Example 1**: ""📊💡 Tip of the Week: Did you know that with SpreadSheet Swarm, you can track changes in real-time? Here’s a quick guide on how to enable this feature for seamless collaboration! [Link to guide] #SpreadSheetSwarm #Collaboration"" - -- **Post Example 2**: ""Join us for a Live Q&A this Friday at 3 PM! Have questions about the new SpreadSheet Swarm feature? We’ve got answers! Drop your questions below or tune in to ask live! #LiveQA #SpreadSheetSwarm"" - -By implementing this strategy, you can effectively raise awareness and drive engagement around the SpreadSheet Swarm feature, ultimately increasing its adoption among users.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Instagram Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Marketing Plan for the SpreadSheet Swarm Feature on Social Media - -#### Platform Focus: Instagram - -**1. Content Types:** - - **Infographics:** Visually appealing graphics to explain key features and benefits of the SpreadSheet Swarm. - - **Short Videos/Reels:** Engaging video content that demonstrates the functionality and ease of use of the SpreadSheet Swarm. - - **Stories:** Quick updates, tips, polls, or Q&As related to the feature. - -**2. Infographic Ideas:** - - **How It Works:** Create an infographic that outlines how the SpreadSheet Swarm feature enhances collaboration and improves efficiency in spreadsheet management. - - **Benefits of SpreadSheet Swarm:** List key benefits such as real-time collaboration, multiple user access, data integration, etc. - - **Use Cases:** Showcase various use cases where SpreadSheet Swarm can be utilized (e.g., project management, data analysis). - -**3. Video/Reel Ideas:** - - **Step-By-Step Setup Guide:** Create a fun and engaging reel showing a user setting up SpreadSheet Swarm from scratch. Include captions for each step. - - **User Testimonials:** Record short clips of users sharing their positive experiences with SpreadSheet Swarm and how it has transformed their workflow. - - **Feature Highlights:** Create quick clips focusing on specific features of SpreadSheet Swarm, such as data sharing, version control, and comment integration. - -**4. Stories Engagement Strategies:** - - **Polls and Quizzes:** Use story features to ask followers questions about their spreadsheet management practices or quiz them on features of SpreadSheet Swarm. - - **Behind-the-Scenes:** Share a sneak peek of the development process or team members discussing the benefits of SpreadSheet Swarm. - - **Countdowns:** Create anticipation for the launch of new features or updates relating to SpreadSheet Swarm with countdown stickers. - -**5. Hashtags and Caption Strategy:** - - **Hashtags:** Use relevant hashtags such as #SpreadSheetSwarm, #Collaboration, #DataManagement, #SwarmsCorp, #GitHubFramework. - - **Captions:** Engage your audience by asking open-ended questions in the captions. For example, “How do you currently collaborate on spreadsheets?” or “What feature would you love to see in your spreadsheet tools?” - -**6. Collaboration and Influencers:** - - Partner with influencers in the tech and productivity space to reach a wider audience. Create co-branded content that showcases the SpreadSheet Swarm feature. - -**7. User-Generated Content:** - - Encourage users to share their experiences with SpreadSheet Swarm by tagging your account and using a specific hashtag. Feature their posts in your stories or main feed. - -**8. Call to Action:** - - Encourage your audience to visit the GitHub page for SpreadSheet Swarm and provide a direct link in your bio. Use CTAs like “Try it today!” or “Discover the future of spreadsheets with us!” - -### Sample Post Schedule: -- **Day 1:** Infographic on “How SpreadSheet Swarm Works” -- **Day 2:** Reel on “Setting Up SpreadSheet Swarm Step-by-Step” -- **Day 3:** Story Poll on “What collaboration tools do you use?” -- **Day 4:** Testimonial Video from a user -- **Day 5:** Infographic on “Benefits of Using SpreadSheet Swarm” -- **Day 6:** Behind-the-scenes story with the development team -- **Day 7:** Reminder for a live Q&A about SpreadSheet Swarm - -By using engaging visuals, informative content, and interactive stories, the SpreadSheet Swarm feature can effectively be showcased to attract users' attention and drive interest!",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,YouTube Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Video Content Strategy for SpreadSheet Swarm Feature - -**1. Introduction to SpreadSheet Swarm** - - - **Video Title:** ""Introducing SpreadSheet Swarm: Revolutionizing Data Collaboration"" - - **Content:** A brief overview of the SpreadSheet Swarm feature, emphasizing its capabilities, benefits, and how it differentiates itself from traditional spreadsheets. - - **Visuals:** Screen recordings of the interface, infographics highlighting key features, and testimonials from beta users. - -**2. Tutorial Series** - - - **Video Title:** ""How to Integrate SpreadSheet Swarm into Your Existing Workflows"" - - **Content:** Step-by-step instructions on integrating SpreadSheet Swarm into different workflows. This will include: - - Setup and installation - - Importing existing spreadsheets - - Utilizing collaboration features (comments, version control, real-time editing) - - **Visuals:** Screen captures showing each step, on-screen instructions, and a vocal guide explaining the process in real time. - - - **Subsequent Tutorials:** - - Video on ""Advanced Features of SpreadSheet Swarm: Data Visualization and Analytics"" - - Video on ""Managing Permissions and Access in SpreadSheet Swarm"" - - Video on ""Troubleshooting Common Issues in SpreadSheet Swarm"" - -**3. Developer Interviews** - - - **Video Title:** ""Behind the Scenes: Meet the Developers of SpreadSheet Swarm"" - - **Content:** Interviews with the developers discussing the inspiration behind the feature, the challenges faced during development, and their vision for future improvements. Include a Q&A segment where you answer community-submitted questions. - - **Visuals:** B-roll of the developers working, clips from brainstorming sessions, and dynamic graphics to emphasize key points. - -**4. Real-World Applications** - - - **Video Title:** ""How Teams are Using SpreadSheet Swarm to Boost Productivity"" - - **Content:** Case studies showcasing different teams or companies successfully implementing SpreadSheet Swarm. Include interviews with team members discussing their experiences and benefits realized. - - **Visuals:** On-site footage of teams using the tool, before-and-after comparisons of workflows, and user feedback. - -### Social Media Marketing Strategy - -**1. Target Platforms:** - - - **LinkedIn:** Focus on professional audiences by sharing tutorial snippets, developer interviews, and case studies. Highlight how SpreadSheet Swarm can enhance productivity in professional settings. - - **Twitter:** Utilize threads to share quick tips, features of the SpreadSheet Swarm, and links to full videos. Engage with tech communities by using relevant hashtags like #DataCollaboration, #Excel, #Productivity. - - **Facebook:** Create a group or page dedicated to users of SpreadSheet Swarm where they can share tips, ask questions, and provide feedback. - - **YouTube:** Host all video content, including tutorials and developer interviews. Optimize video titles and descriptions with relevant keywords to enhance discoverability. - -**2. Content Calendar:** - - - **Week 1:** Launch Intro Video and promote it on all platforms. - - **Week 2:** Release the first tutorial on integrating SpreadSheet Swarm and share snippets across social media. - - **Week 3:** Post interviews with developers, encouraging community engagement. - - **Week 4:** Publish real-world applications and case studies while encouraging user-generated content by asking for experiences with the tool. - -**3. Engagement Strategy:** - - - Encourage viewers to like, share, and comment on videos. - - Host live Q&A sessions on social media platforms following each tutorial or interview release. - - Share user-generated content (e.g., screenshots or videos of users implementing SpreadSheet Swarm). - -By implementing this comprehensive video content and social media strategy, you can effectively showcase the SpreadSheet Swarm feature and foster a community of engaged users.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Reddit Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Reddit Discussion Post for r/programming - -**Title:** Exploring the Benefits of the New SpreadSheet Swarm Feature - -Hey everyone! - -I recently came across an interesting feature called **SpreadSheet Swarm** from Swarms Corp, and I wanted to open up a discussion about it. For those who might not be familiar, the SpreadSheet Swarm feature allows users to collaboratively work on spreadsheets in real-time, leveraging the power of a GitHub-like framework to manage changes and contributions efficiently. - -Here are a few benefits I’ve noticed: - -1. **Real-time Collaboration:** Multiple users can work on the same spreadsheet simultaneously, which is a game-changer for teams spread across different locations. - -2. **Version Control:** Just like Git, the SpreadSheet Swarm allows you to track changes, revert to previous versions, and manage contributions from different users seamlessly. - -3. **Enhanced Data Integrity:** With built-in tools for conflict resolution, it minimizes the risk of data loss or corruption due to simultaneous edits. - -4. **Integration with Other Tools:** It can integrate with various APIs, making it easier to pull in data from different sources directly into your spreadsheets. - -5. **Open Source:** Being part of the GitHub ecosystem, it encourages contributions and improvements from the community, which can lead to rapid advancements and bug fixes. - -I’d love to hear your thoughts on this feature! Have you tried it out? What are your experiences with collaborative tools for data management? - -Looking forward to your insights! - ---- - -### Social Media Marketing for SpreadSheet Swarm - -**Twitter Post:** -🚀 Exciting news! The new **SpreadSheet Swarm** feature is here! Collaborate in real-time, manage versions like a pro, and enhance your data integrity. Check it out on GitHub and start transforming your data management experience! #SpreadSheetSwarm #Collaboration #OpenSource [Link to GitHub] - -**LinkedIn Post:** -🌟 Introducing the **SpreadSheet Swarm** feature from Swarms Corp! If you're looking for a powerful way to collaborate on spreadsheets, this is it. With real-time editing, version control, and seamless integration with other tools, your team can work smarter, not harder. Explore the feature on GitHub and see how it can revolutionize your workflow! #DataManagement #Collaboration #OpenSource [Link to GitHub] - -**Facebook Post:** -📊 Say goodbye to spreadsheet chaos! The new **SpreadSheet Swarm** feature from Swarms Corp allows teams to collaborate in real-time, track changes effortlessly, and ensure data integrity. Perfect for remote teams and data-driven projects. Check it out on GitHub and join the community! #SpreadSheetSwarm #Teamwork #Innovation [Link to GitHub] - -Feel free to adjust the messaging based on your audience and platform!",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,TikTok Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","**TikTok Video Ideas for SpreadSheet Swarm Feature** - -**Video 1: ""Speed Challenge""** - -- **Concept**: Create a challenge where users showcase how quickly they can complete a spreadsheet task using the SpreadSheet Swarm feature. -- **Execution**: - - Start with a ""Before"" clip showing a user struggling with a complex spreadsheet. - - Use a trending sound that builds anticipation (think a fast-paced beat). - - Transition to a “During” clip where they activate the SpreadSheet Swarm feature. - - Show rapid changes happening in the spreadsheet, highlighting speed and efficiency. - - End with a “After” clip displaying the completed task and a surprised face. - - Caption: “Can you beat my time? #SpreadSheetSwarmChallenge” - -**Video 2: ""Teamwork Makes the Dream Work""** - -- **Concept**: Highlight the collaborative aspect of the SpreadSheet Swarm. -- **Execution**: - - Start with a split-screen showing two users working on separate tasks. - - Use a trending duet sound or remix that emphasizes collaboration. - - Show them activating the SpreadSheet Swarm feature to merge their work seamlessly. - - Include quick clips of both users reacting positively to the efficiency and teamwork. - - Caption: “Working together has never been easier! #Teamwork #SpreadSheetSwarm” - -**Video 3: ""Before and After"" Transformation** - -- **Concept**: Showcase the transformation of a messy spreadsheet into an organized masterpiece. -- **Execution**: - - Start with a chaotic spreadsheet and a user looking overwhelmed (use a funny sound to emphasize the struggle). - - Use a trending sound that signifies transformation (like a ""whoosh"" or dramatic reveal). - - Show the user activating the SpreadSheet Swarm, and then cut to the organized spreadsheet. - - Add a voiceover or text overlay saying, ""From chaos to clarity in seconds!"" - - Caption: “Transform your spreadsheets! #BeforeAfter #SpreadSheetSwarm” - -**Video 4: ""User Reactions""** - -- **Concept**: Capture real-time reactions of users trying out the SpreadSheet Swarm for the first time. -- **Execution**: - - Film multiple users as they discover the feature. - - Use a trending sound that fits their reactions (like the “Oh my God” sound). - - Cut between different users expressing surprise, excitement, and amazement at the speed and efficiency of the feature. - - Caption: “You won’t believe your eyes! #UserReactions #SpreadSheetSwarm” - -**Video 5: ""Quick Tips""** - -- **Concept**: Provide quick tips on how to maximize the use of the SpreadSheet Swarm feature. -- **Execution**: - - Use a catchy, upbeat sound to keep the video energetic. - - Rapidly present tips with text overlays and short clips demonstrating each tip. - - Include engaging visuals, like animated arrows or highlights on the spreadsheet. - - Caption: “Get the most out of SpreadSheet Swarm! #QuickTips #SpreadsheetHacks” - -**General Tips for All Videos**: -- Use relevant hashtags like #SpreadSheetSwarm, #Productivity, #SpreadsheetHacks, and #TechTok to increase visibility. -- Encourage viewers to comment, duet, or stitch with their experiences using the SpreadSheet Swarm feature. -- Stay updated on trending sounds and challenges to keep content fresh and engaging.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Pinterest Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Pinterest Board Ideas for SpreadSheet Swarm - -#### 1. **Introduction to SpreadSheet Swarm** -- **Pin Ideas**: - - **Infographic**: ""What is SpreadSheet Swarm?"" - A visually engaging infographic explaining the concept and functionality of the SpreadSheet Swarm feature. - - **Video Pin**: Short animation showcasing how the feature works in real-time. - -#### 2. **Key Benefits of SpreadSheet Swarm** -- **Pin Ideas**: - - **Infographic**: ""Top 5 Benefits of Using SpreadSheet Swarm"" - Highlight benefits such as collaboration, version control, ease of use, integration with GitHub, and time-saving. - - **Testimonial Graphics**: Quotes from users who have benefited from using the feature, paired with visuals of their projects. - -#### 3. **Use Cases for SpreadSheet Swarm** -- **Pin Ideas**: - - **Case Study Graphics**: Visuals that depict various scenarios where SpreadSheet Swarm has been successfully implemented (e.g., project management, data analysis, team collaboration). - - **Scenario Cards**: Individual pins for different use cases - e.g., ""How Marketing Teams Can Use SpreadSheet Swarm"" or ""Enhancing Financial Analysis with SpreadSheet Swarm"". - -#### 4. **Getting Started with SpreadSheet Swarm** -- **Pin Ideas**: - - **Step-by-Step Guide**: A visually appealing guide on how to set up and start using SpreadSheet Swarm, with screenshots and tips. - - **Quick Tips Infographic**: ""Quick Tips for Maximizing Your Use of SpreadSheet Swarm"". - -#### 5. **Integration with GitHub** -- **Pin Ideas**: - - **Infographic**: ""Seamless GitHub Integration: How SpreadSheet Swarm Enhances Your Workflow"" - Highlighting the ease of integration and its benefits. - - **Visual Comparison**: Before and after scenarios showing the workflow improvements with SpreadSheet Swarm and GitHub. - -#### 6. **Community and Support** -- **Pin Ideas**: - - **Community Graphics**: Showcase user-generated content, such as screenshots of projects using SpreadSheet Swarm, or users sharing their experiences. - - **Support Resources**: Create pins that link to documentation, FAQs, and community forums. - -### Social Media Marketing Tactics - -#### 1. **Engaging Posts** -- Share visually appealing graphics highlighting key features and benefits on platforms like Twitter, LinkedIn, and Facebook. -- Create short video clips demonstrating the feature in action. - -#### 2. **User Stories and Testimonials** -- Encourage users to share their experiences using the SpreadSheet Swarm feature, and highlight these stories in posts. - -#### 3. **Webinars and Live Demos** -- Promote upcoming webinars or live demo sessions where potential users can see the feature in action and ask questions. - -#### 4. **Interactive Content** -- Create polls or quizzes around the benefits of collaborative tools like SpreadSheet Swarm to engage the audience and generate interest. - -#### 5. **Hashtag Strategy** -- Develop a unique hashtag for SpreadSheet Swarm to track engagement and encourage users to share their experiences. - -By implementing these ideas, you can effectively market the SpreadSheet Swarm feature across various platforms, highlighting its benefits and appealing to a wide audience.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Quora Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","**Question on Quora:** How can I effectively manage multiple agents in my project, especially when dealing with data and collaboration? - -**Answer:** - -Managing multiple agents in a project can indeed be challenging, but leveraging the right tools can make all the difference. One innovative solution I recommend is the **SpreadSheet Swarm** feature from the Swarms GitHub framework. - -The SpreadSheet Swarm allows you to collaborate in real-time with your team while managing data efficiently. Here’s how it works and why it’s beneficial for handling multiple agents: - -1. **Centralized Data Management:** With the SpreadSheet Swarm, all your data is stored in a centralized spreadsheet that can be accessed by all agents simultaneously. This means everyone is on the same page and can see real-time updates. - -2. **Collaborative Editing:** Multiple agents can work on the same document at the same time, which eliminates the confusion of having different versions floating around. Changes made by one agent are instantly visible to others, fostering seamless collaboration. - -3. **Automation and Integration:** The SpreadSheet Swarm feature integrates with various APIs, allowing you to automate repetitive tasks, pull in data from other sources, and streamline workflows. This is particularly useful when managing agents who may be working on different aspects of a project. - -4. **Data Visualization:** The tool offers capabilities to visualize data trends and insights directly within the spreadsheet interface, helping agents make informed decisions based on real-time data analysis. - -5. **User-Friendly Interface:** The intuitive interface makes it easy for both tech-savvy users and those less familiar with spreadsheets to navigate and contribute effectively. - -In summary, the SpreadSheet Swarm feature can significantly enhance the way you manage multiple agents by providing a collaborative, efficient, and user-friendly environment. If you want to learn more or see it in action, check out the Swarms GitHub framework and its latest features! - ---- - -**Social Media Marketing for SpreadSheet Swarm:** - -1. **Twitter:** ""Tired of juggling multiple agents in your project? Check out the new SpreadSheet Swarm feature in our GitHub framework! Collaborate in real-time, automate tasks, and visualize data like never before. #Productivity #Collaboration #DataManagement"" - -2. **LinkedIn:** ""Introducing SpreadSheet Swarm, a game-changing feature of our Swarms GitHub framework! Effortlessly manage multiple agents with real-time collaboration, centralized data, and intuitive automation. Elevate your project management today! #TechInnovation #TeamWork #SpreadSheetSwarm"" - -3. **Facebook:** ""Say goodbye to chaos when managing multiple agents! Our SpreadSheet Swarm feature is here to revolutionize your project management. Collaborate seamlessly, automate tasks, and visualize your data—all in one place! Click to learn more! #ProductivityTools #ProjectManagement"" - -4. **Instagram:** [Image of a team collaborating on a spreadsheet] ""Collaboration made easy! With our new SpreadSheet Swarm feature, your team can work together in real-time, no matter where they are. Discover the future of project management today! #SpreadSheetSwarm #TeamCollaboration"" - -5. **Reddit:** ""Looking for a better way to manage multiple agents? Check out the SpreadSheet Swarm feature from the Swarms GitHub framework! It's designed to facilitate real-time collaboration and streamline your workflow. Let's discuss how it can fit into your projects!"" - -By using these social media platforms effectively, you can reach a wider audience and demonstrate the value of the SpreadSheet Swarm feature to potential users.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Snapchat Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","**Snapchat Story Ideas for Highlighting the SpreadSheet Swarm Feature** - -**Story Series Title: ""SpreadSheet Swarm Secrets""** - -**Day 1: Introduction to SpreadSheet Swarm** -- **Snap 1:** 📊 ""Welcome to SpreadSheet Swarm! 🚀 Ready to transform your data management? Let's dive in! #SpreadSheetSwarm"" -- **Snap 2:** 📱 ""What is SpreadSheet Swarm? It's a powerful tool for collaborative data analysis! 💡"" -- **Interactive Element:** Poll - ""Have you used any spreadsheet tools before? Yes/No"" - -**Day 2: Quick Tip - Data Collaboration** -- **Snap 1:** ""Tip of the Day: Collaborate in real-time with your team! 🔄"" -- **Snap 2:** ""Simply share your spreadsheet link and watch the magic happen! 🪄✨"" -- **Interactive Element:** Quiz - ""True or False: You can edit a spreadsheet simultaneously with your team members."" (Answer: True) - -**Day 3: Highlight - GitHub Integration** -- **Snap 1:** ""Did you know SpreadSheet Swarm integrates seamlessly with GitHub? 🤖"" -- **Snap 2:** ""Version control your spreadsheets just like your code! 📜"" -- **Interactive Element:** Swipe Up Link - ""Check out our GitHub repo for more info!"" - -**Day 4: User Spotlight** -- **Snap 1:** ""Shoutout to @username for their amazing use of SpreadSheet Swarm! 🎉"" -- **Snap 2:** ""They increased their team's efficiency by 30%! 💪"" -- **Interactive Element:** Q&A - ""What features do you love most about SpreadSheet Swarm?"" - -**Day 5: Advanced Feature - Data Visualization** -- **Snap 1:** ""Transform your data into stunning visuals! 📈"" -- **Snap 2:** ""Use built-in charts and graphs to present your findings. 📊"" -- **Interactive Element:** Poll - ""Do you prefer visuals or raw data? Visuals/Raw Data"" - -**Day 6: Feedback Day!** -- **Snap 1:** ""We want to hear from you! How's your experience with SpreadSheet Swarm? 🗣️"" -- **Snap 2:** ""Drop us a snap or DM with your thoughts! 💬"" -- **Interactive Element:** Snap Response - Encourage followers to send in their feedback via snaps. - -**Day 7: Weekly Recap & Teaser** -- **Snap 1:** ""That's a wrap on this week's SpreadSheet Swarm tips! 🥳"" -- **Snap 2:** ""Stay tuned for next week’s feature on automation! 🔧"" -- **Interactive Element:** Countdown Timer - ""Next week’s tip drops in 3 days!"" - ---- - -**General Tips for Engagement:** -- Use eye-catching visuals and animations to keep the content lively. -- Incorporate stickers, GIFs, and emojis to enhance engagement. -- Encourage followers to share their own experiences using the SpreadSheet Swarm feature and feature their responses in future stories. - -By using these story ideas and engaging techniques, you can effectively market the SpreadSheet Swarm feature while encouraging interaction and building a community around your product!",2024-09-03T20:12:21.730257 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:12:21.730257_run_id_63cb394ca9f6435aafefe253036bb282.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:12:21.730257_run_id_63cb394ca9f6435aafefe253036bb282.csv deleted file mode 100644 index 85218528d..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:12:21.730257_run_id_63cb394ca9f6435aafefe253036bb282.csv +++ /dev/null @@ -1,464 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -626d4669-5a66-4309-adfa-748a150c8a28,Twitter Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Twitter Thread on SpreadSheet Swarm Feature - -🧵 1/8 Exciting news, #TechCommunity! We’re thrilled to introduce our latest feature: **SpreadSheet Swarm**! 🚀 Let’s dive into what it is and how it can revolutionize your collaborative data processing experience! #DataScience #Collaboration - -2/8 🔍 **What is SpreadSheet Swarm?** It’s a powerful framework that allows teams to collaboratively work on spreadsheets in real-time, combining the power of GitHub's version control with the ease of traditional spreadsheets. #GitHub #Excel #DataManagement - -3/8 💡 **Benefits of Using SpreadSheet Swarm:** - - **Real-time Collaboration:** Multiple users can edit simultaneously, reducing bottlenecks and increasing productivity. #RemoteWork #Teamwork - - **Version Control:** Never worry about losing your data! Keep track of every change made, and revert if needed. #VersionControl #DataIntegrity - -4/8 🔄 **Seamless Integration:** Easily integrates with your existing tools & workflows. No steep learning curve, just straightforward collaboration! #DevOps #Productivity - -5/8 🔒 **Security First:** Robust security features ensure your data remains safe, with permissions you can customize according to your team's needs. #DataSecurity #Privacy - -6/8 🚀 **Get Started**: Head over to our GitHub to explore the SpreadSheet Swarm documentation! Let us know your thoughts and how you plan to use it! [GitHub Link] #OpenSource #Innovation - -7/8 🎉 **Engage with Us:** We're looking to hear from you! Share your experiences, suggestions, or any questions you may have about SpreadSheet Swarm. Tag us and join the conversation! #Feedback #Community - -8/8 🌟 Ready to elevate your data collaboration? Try **SpreadSheet Swarm** today and be part of the data revolution! Follow us for more updates and tips. @SwarmsCorp #DataRevolution #TechInnovation - ---- - -### Engagement Strategy: -- **Tag Influencers:** Each tweet can tag relevant tech influencers who focus on data analysis, collaboration tools, or productivity to amplify reach, such as @theresa_b, @scottgarrity, or @TechCrunch. -- **Trending Topics:** Monitor hashtags like #AI, #DataVisualization, or #RemoteWork to merge into those conversations when relevant. -- **Tweet Highlights:** Create engaging visuals or quick video demos showcasing the feature for better engagement. -- **Polls/Questions:** Include interactive elements like polls asking users what collaboration features they value the most. - -### Hashtags to Use: -- #SpreadSheetSwarm -- #DataCollaboration -- #ProductivityTools -- #TechForGood -- #CodingCommunity - ---- - -By leveraging these strategies, we aim to make the SpreadSheet Swarm a go-to solution for users looking to enhance their data collaboration experience! 🌍✨",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,LinkedIn Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### LinkedIn Article: Unlocking Team Productivity with the SpreadSheet Swarm Feature - -In today’s fast-paced tech environment, collaboration and efficiency are paramount for success. As teams work remotely and in hybrid settings, the need for tools that streamline workflows has never been more critical. Enter the **SpreadSheet Swarm**, a revolutionary feature of our Swarm's GitHub framework designed to enhance productivity for tech teams. - -#### What is SpreadSheet Swarm? - -The SpreadSheet Swarm feature empowers teams to collaborate seamlessly on data-driven projects. By integrating spreadsheet functionalities directly within the GitHub ecosystem, this feature allows team members to work together in real-time, eliminating the need for cumbersome email chains and version control headaches. - -#### Key Benefits: - -1. **Real-time Collaboration**: Multiple users can edit spreadsheets simultaneously, ensuring that everyone is on the same page and reducing the risk of conflicting versions. - -2. **Enhanced Data Visualization**: The SpreadSheet Swarm feature provides tools to visualize data trends, making it easier for teams to analyze metrics and make informed decisions quickly. - -3. **Integration with Existing Workflows**: Built on the GitHub framework, the SpreadSheet Swarm fits seamlessly into your existing workflows, allowing you to leverage your current tools without disruption. - -4. **Improved Accountability**: With clear version histories and user tracking, teams can hold each other accountable, ensuring that tasks are completed efficiently and on time. - -5. **Scalability**: Whether you’re a small startup or a large enterprise, the SpreadSheet Swarm is designed to scale with your needs, accommodating growing teams and complex projects. - -#### Real-world Applications - -Many tech teams have already begun leveraging the SpreadSheet Swarm feature to boost their productivity. For instance, a recent case study highlighted how a software development team was able to reduce their project turnaround time by 30% simply by integrating this feature into their daily operations. By having all relevant data accessible and editable in one place, decision-making became quicker, and the team could focus on delivering high-quality results. - -#### Join the Conversation - -I invite industry leaders and fellow professionals to connect and discuss how the SpreadSheet Swarm can transform your team’s productivity. Let’s share insights, best practices, and success stories. Together, we can harness the power of collaboration to drive innovation in our tech communities. - ---- - -### LinkedIn Post: 🚀 Boost Your Team's Productivity with SpreadSheet Swarm! - -🌟 Exciting news for all tech professionals! The new SpreadSheet Swarm feature within our Swarm's GitHub framework is here to revolutionize the way teams collaborate on data-driven projects. - -🔑 Key Benefits: -- Real-time collaboration -- Enhanced data visualization -- Seamless integration with your existing workflows -- Improved accountability -- Scalable for teams of all sizes - -💡 Discover how this innovative feature can help your team work smarter, not harder. Let’s connect and share insights! #SpreadSheetSwarm #GitHub #Productivity #TechTeams #Collaboration - ---- - -### Connecting with Industry Leaders - -As part of our strategy to promote the SpreadSheet Swarm feature, I will be actively reaching out to industry leaders in technology and project management. By engaging with their insights and sharing experiences, we can create a vibrant community focused on productivity and innovation. - -### Joining Relevant Groups - -I am also excited to join groups focused on technology, productivity tools, and project management on LinkedIn. By participating in discussions and sharing valuable content about the SpreadSheet Swarm, we can drive awareness and encourage more teams to harness its capabilities. - -Let’s work together to enhance collaboration in the tech industry!",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Facebook Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","To effectively market the SpreadSheet Swarm feature on various social media platforms, particularly through Facebook groups and pages, here's a strategic plan that includes engaging posts, live Q&A sessions, and weekly tips: - -### 1. **Identify Target Groups** - - Join tech-focused groups, data analysis communities, and software development forums on Facebook. - - Look for groups that focus on productivity tools, collaborative software, and project management. - -### 2. **Engaging Posts** - - **Weekly Tips Series**: Create a weekly post highlighting a specific feature or use case of the SpreadSheet Swarm. For example: - - **Week 1**: ""Did you know you can collaborate in real-time with your team using SpreadSheet Swarm? Here’s how to set it up!"" - - **Week 2**: ""Maximize your data analysis with SpreadSheet Swarm’s unique formula suggestions. Check out this tip!"" - - **User Testimonials**: Share success stories from users who have benefited from the SpreadSheet Swarm feature. - - **Polls and Questions**: Engage the community by asking questions about their spreadsheet challenges and how they currently collaborate. - -### 3. **Live Q&A Sessions** - - Schedule bi-weekly live Q&A sessions on Facebook to demonstrate the SpreadSheet Swarm feature. - - Promote these sessions in advance with engaging posts that encourage users to submit questions. - - During the session, provide a live demonstration of the feature, address user questions, and encourage feedback. - -### 4. **Visual Content** - - Create infographics or short video clips showcasing the benefits of SpreadSheet Swarm. - - Use visuals to simplify complex concepts related to collaboration and productivity. - -### 5. **Engagement and Interaction** - - Respond to comments and questions promptly to foster a community atmosphere. - - Encourage group members to share their own tips and experiences with the SpreadSheet Swarm. - -### 6. **Cross-Promotion** - - Share posts from related tech pages or groups that discuss spreadsheet tools or collaborative software, tagging your own posts to create visibility. - -### 7. **Incentives** - - Consider running contests or challenges where users can showcase their use of the SpreadSheet Swarm feature, with prizes like free subscriptions or branded merchandise. - -### 8. **Feedback Loop** - - After each live session or post, ask for feedback on what users would like to learn more about regarding the SpreadSheet Swarm feature. - -### Example Posts -- **Post Example 1**: ""📊💡 Tip of the Week: Did you know that with SpreadSheet Swarm, you can track changes in real-time? Here’s a quick guide on how to enable this feature for seamless collaboration! [Link to guide] #SpreadSheetSwarm #Collaboration"" - -- **Post Example 2**: ""Join us for a Live Q&A this Friday at 3 PM! Have questions about the new SpreadSheet Swarm feature? We’ve got answers! Drop your questions below or tune in to ask live! #LiveQA #SpreadSheetSwarm"" - -By implementing this strategy, you can effectively raise awareness and drive engagement around the SpreadSheet Swarm feature, ultimately increasing its adoption among users.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Instagram Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Marketing Plan for the SpreadSheet Swarm Feature on Social Media - -#### Platform Focus: Instagram - -**1. Content Types:** - - **Infographics:** Visually appealing graphics to explain key features and benefits of the SpreadSheet Swarm. - - **Short Videos/Reels:** Engaging video content that demonstrates the functionality and ease of use of the SpreadSheet Swarm. - - **Stories:** Quick updates, tips, polls, or Q&As related to the feature. - -**2. Infographic Ideas:** - - **How It Works:** Create an infographic that outlines how the SpreadSheet Swarm feature enhances collaboration and improves efficiency in spreadsheet management. - - **Benefits of SpreadSheet Swarm:** List key benefits such as real-time collaboration, multiple user access, data integration, etc. - - **Use Cases:** Showcase various use cases where SpreadSheet Swarm can be utilized (e.g., project management, data analysis). - -**3. Video/Reel Ideas:** - - **Step-By-Step Setup Guide:** Create a fun and engaging reel showing a user setting up SpreadSheet Swarm from scratch. Include captions for each step. - - **User Testimonials:** Record short clips of users sharing their positive experiences with SpreadSheet Swarm and how it has transformed their workflow. - - **Feature Highlights:** Create quick clips focusing on specific features of SpreadSheet Swarm, such as data sharing, version control, and comment integration. - -**4. Stories Engagement Strategies:** - - **Polls and Quizzes:** Use story features to ask followers questions about their spreadsheet management practices or quiz them on features of SpreadSheet Swarm. - - **Behind-the-Scenes:** Share a sneak peek of the development process or team members discussing the benefits of SpreadSheet Swarm. - - **Countdowns:** Create anticipation for the launch of new features or updates relating to SpreadSheet Swarm with countdown stickers. - -**5. Hashtags and Caption Strategy:** - - **Hashtags:** Use relevant hashtags such as #SpreadSheetSwarm, #Collaboration, #DataManagement, #SwarmsCorp, #GitHubFramework. - - **Captions:** Engage your audience by asking open-ended questions in the captions. For example, “How do you currently collaborate on spreadsheets?” or “What feature would you love to see in your spreadsheet tools?” - -**6. Collaboration and Influencers:** - - Partner with influencers in the tech and productivity space to reach a wider audience. Create co-branded content that showcases the SpreadSheet Swarm feature. - -**7. User-Generated Content:** - - Encourage users to share their experiences with SpreadSheet Swarm by tagging your account and using a specific hashtag. Feature their posts in your stories or main feed. - -**8. Call to Action:** - - Encourage your audience to visit the GitHub page for SpreadSheet Swarm and provide a direct link in your bio. Use CTAs like “Try it today!” or “Discover the future of spreadsheets with us!” - -### Sample Post Schedule: -- **Day 1:** Infographic on “How SpreadSheet Swarm Works” -- **Day 2:** Reel on “Setting Up SpreadSheet Swarm Step-by-Step” -- **Day 3:** Story Poll on “What collaboration tools do you use?” -- **Day 4:** Testimonial Video from a user -- **Day 5:** Infographic on “Benefits of Using SpreadSheet Swarm” -- **Day 6:** Behind-the-scenes story with the development team -- **Day 7:** Reminder for a live Q&A about SpreadSheet Swarm - -By using engaging visuals, informative content, and interactive stories, the SpreadSheet Swarm feature can effectively be showcased to attract users' attention and drive interest!",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,YouTube Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Video Content Strategy for SpreadSheet Swarm Feature - -**1. Introduction to SpreadSheet Swarm** - - - **Video Title:** ""Introducing SpreadSheet Swarm: Revolutionizing Data Collaboration"" - - **Content:** A brief overview of the SpreadSheet Swarm feature, emphasizing its capabilities, benefits, and how it differentiates itself from traditional spreadsheets. - - **Visuals:** Screen recordings of the interface, infographics highlighting key features, and testimonials from beta users. - -**2. Tutorial Series** - - - **Video Title:** ""How to Integrate SpreadSheet Swarm into Your Existing Workflows"" - - **Content:** Step-by-step instructions on integrating SpreadSheet Swarm into different workflows. This will include: - - Setup and installation - - Importing existing spreadsheets - - Utilizing collaboration features (comments, version control, real-time editing) - - **Visuals:** Screen captures showing each step, on-screen instructions, and a vocal guide explaining the process in real time. - - - **Subsequent Tutorials:** - - Video on ""Advanced Features of SpreadSheet Swarm: Data Visualization and Analytics"" - - Video on ""Managing Permissions and Access in SpreadSheet Swarm"" - - Video on ""Troubleshooting Common Issues in SpreadSheet Swarm"" - -**3. Developer Interviews** - - - **Video Title:** ""Behind the Scenes: Meet the Developers of SpreadSheet Swarm"" - - **Content:** Interviews with the developers discussing the inspiration behind the feature, the challenges faced during development, and their vision for future improvements. Include a Q&A segment where you answer community-submitted questions. - - **Visuals:** B-roll of the developers working, clips from brainstorming sessions, and dynamic graphics to emphasize key points. - -**4. Real-World Applications** - - - **Video Title:** ""How Teams are Using SpreadSheet Swarm to Boost Productivity"" - - **Content:** Case studies showcasing different teams or companies successfully implementing SpreadSheet Swarm. Include interviews with team members discussing their experiences and benefits realized. - - **Visuals:** On-site footage of teams using the tool, before-and-after comparisons of workflows, and user feedback. - -### Social Media Marketing Strategy - -**1. Target Platforms:** - - - **LinkedIn:** Focus on professional audiences by sharing tutorial snippets, developer interviews, and case studies. Highlight how SpreadSheet Swarm can enhance productivity in professional settings. - - **Twitter:** Utilize threads to share quick tips, features of the SpreadSheet Swarm, and links to full videos. Engage with tech communities by using relevant hashtags like #DataCollaboration, #Excel, #Productivity. - - **Facebook:** Create a group or page dedicated to users of SpreadSheet Swarm where they can share tips, ask questions, and provide feedback. - - **YouTube:** Host all video content, including tutorials and developer interviews. Optimize video titles and descriptions with relevant keywords to enhance discoverability. - -**2. Content Calendar:** - - - **Week 1:** Launch Intro Video and promote it on all platforms. - - **Week 2:** Release the first tutorial on integrating SpreadSheet Swarm and share snippets across social media. - - **Week 3:** Post interviews with developers, encouraging community engagement. - - **Week 4:** Publish real-world applications and case studies while encouraging user-generated content by asking for experiences with the tool. - -**3. Engagement Strategy:** - - - Encourage viewers to like, share, and comment on videos. - - Host live Q&A sessions on social media platforms following each tutorial or interview release. - - Share user-generated content (e.g., screenshots or videos of users implementing SpreadSheet Swarm). - -By implementing this comprehensive video content and social media strategy, you can effectively showcase the SpreadSheet Swarm feature and foster a community of engaged users.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Reddit Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Reddit Discussion Post for r/programming - -**Title:** Exploring the Benefits of the New SpreadSheet Swarm Feature - -Hey everyone! - -I recently came across an interesting feature called **SpreadSheet Swarm** from Swarms Corp, and I wanted to open up a discussion about it. For those who might not be familiar, the SpreadSheet Swarm feature allows users to collaboratively work on spreadsheets in real-time, leveraging the power of a GitHub-like framework to manage changes and contributions efficiently. - -Here are a few benefits I’ve noticed: - -1. **Real-time Collaboration:** Multiple users can work on the same spreadsheet simultaneously, which is a game-changer for teams spread across different locations. - -2. **Version Control:** Just like Git, the SpreadSheet Swarm allows you to track changes, revert to previous versions, and manage contributions from different users seamlessly. - -3. **Enhanced Data Integrity:** With built-in tools for conflict resolution, it minimizes the risk of data loss or corruption due to simultaneous edits. - -4. **Integration with Other Tools:** It can integrate with various APIs, making it easier to pull in data from different sources directly into your spreadsheets. - -5. **Open Source:** Being part of the GitHub ecosystem, it encourages contributions and improvements from the community, which can lead to rapid advancements and bug fixes. - -I’d love to hear your thoughts on this feature! Have you tried it out? What are your experiences with collaborative tools for data management? - -Looking forward to your insights! - ---- - -### Social Media Marketing for SpreadSheet Swarm - -**Twitter Post:** -🚀 Exciting news! The new **SpreadSheet Swarm** feature is here! Collaborate in real-time, manage versions like a pro, and enhance your data integrity. Check it out on GitHub and start transforming your data management experience! #SpreadSheetSwarm #Collaboration #OpenSource [Link to GitHub] - -**LinkedIn Post:** -🌟 Introducing the **SpreadSheet Swarm** feature from Swarms Corp! If you're looking for a powerful way to collaborate on spreadsheets, this is it. With real-time editing, version control, and seamless integration with other tools, your team can work smarter, not harder. Explore the feature on GitHub and see how it can revolutionize your workflow! #DataManagement #Collaboration #OpenSource [Link to GitHub] - -**Facebook Post:** -📊 Say goodbye to spreadsheet chaos! The new **SpreadSheet Swarm** feature from Swarms Corp allows teams to collaborate in real-time, track changes effortlessly, and ensure data integrity. Perfect for remote teams and data-driven projects. Check it out on GitHub and join the community! #SpreadSheetSwarm #Teamwork #Innovation [Link to GitHub] - -Feel free to adjust the messaging based on your audience and platform!",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,TikTok Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","**TikTok Video Ideas for SpreadSheet Swarm Feature** - -**Video 1: ""Speed Challenge""** - -- **Concept**: Create a challenge where users showcase how quickly they can complete a spreadsheet task using the SpreadSheet Swarm feature. -- **Execution**: - - Start with a ""Before"" clip showing a user struggling with a complex spreadsheet. - - Use a trending sound that builds anticipation (think a fast-paced beat). - - Transition to a “During” clip where they activate the SpreadSheet Swarm feature. - - Show rapid changes happening in the spreadsheet, highlighting speed and efficiency. - - End with a “After” clip displaying the completed task and a surprised face. - - Caption: “Can you beat my time? #SpreadSheetSwarmChallenge” - -**Video 2: ""Teamwork Makes the Dream Work""** - -- **Concept**: Highlight the collaborative aspect of the SpreadSheet Swarm. -- **Execution**: - - Start with a split-screen showing two users working on separate tasks. - - Use a trending duet sound or remix that emphasizes collaboration. - - Show them activating the SpreadSheet Swarm feature to merge their work seamlessly. - - Include quick clips of both users reacting positively to the efficiency and teamwork. - - Caption: “Working together has never been easier! #Teamwork #SpreadSheetSwarm” - -**Video 3: ""Before and After"" Transformation** - -- **Concept**: Showcase the transformation of a messy spreadsheet into an organized masterpiece. -- **Execution**: - - Start with a chaotic spreadsheet and a user looking overwhelmed (use a funny sound to emphasize the struggle). - - Use a trending sound that signifies transformation (like a ""whoosh"" or dramatic reveal). - - Show the user activating the SpreadSheet Swarm, and then cut to the organized spreadsheet. - - Add a voiceover or text overlay saying, ""From chaos to clarity in seconds!"" - - Caption: “Transform your spreadsheets! #BeforeAfter #SpreadSheetSwarm” - -**Video 4: ""User Reactions""** - -- **Concept**: Capture real-time reactions of users trying out the SpreadSheet Swarm for the first time. -- **Execution**: - - Film multiple users as they discover the feature. - - Use a trending sound that fits their reactions (like the “Oh my God” sound). - - Cut between different users expressing surprise, excitement, and amazement at the speed and efficiency of the feature. - - Caption: “You won’t believe your eyes! #UserReactions #SpreadSheetSwarm” - -**Video 5: ""Quick Tips""** - -- **Concept**: Provide quick tips on how to maximize the use of the SpreadSheet Swarm feature. -- **Execution**: - - Use a catchy, upbeat sound to keep the video energetic. - - Rapidly present tips with text overlays and short clips demonstrating each tip. - - Include engaging visuals, like animated arrows or highlights on the spreadsheet. - - Caption: “Get the most out of SpreadSheet Swarm! #QuickTips #SpreadsheetHacks” - -**General Tips for All Videos**: -- Use relevant hashtags like #SpreadSheetSwarm, #Productivity, #SpreadsheetHacks, and #TechTok to increase visibility. -- Encourage viewers to comment, duet, or stitch with their experiences using the SpreadSheet Swarm feature. -- Stay updated on trending sounds and challenges to keep content fresh and engaging.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Pinterest Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","### Pinterest Board Ideas for SpreadSheet Swarm - -#### 1. **Introduction to SpreadSheet Swarm** -- **Pin Ideas**: - - **Infographic**: ""What is SpreadSheet Swarm?"" - A visually engaging infographic explaining the concept and functionality of the SpreadSheet Swarm feature. - - **Video Pin**: Short animation showcasing how the feature works in real-time. - -#### 2. **Key Benefits of SpreadSheet Swarm** -- **Pin Ideas**: - - **Infographic**: ""Top 5 Benefits of Using SpreadSheet Swarm"" - Highlight benefits such as collaboration, version control, ease of use, integration with GitHub, and time-saving. - - **Testimonial Graphics**: Quotes from users who have benefited from using the feature, paired with visuals of their projects. - -#### 3. **Use Cases for SpreadSheet Swarm** -- **Pin Ideas**: - - **Case Study Graphics**: Visuals that depict various scenarios where SpreadSheet Swarm has been successfully implemented (e.g., project management, data analysis, team collaboration). - - **Scenario Cards**: Individual pins for different use cases - e.g., ""How Marketing Teams Can Use SpreadSheet Swarm"" or ""Enhancing Financial Analysis with SpreadSheet Swarm"". - -#### 4. **Getting Started with SpreadSheet Swarm** -- **Pin Ideas**: - - **Step-by-Step Guide**: A visually appealing guide on how to set up and start using SpreadSheet Swarm, with screenshots and tips. - - **Quick Tips Infographic**: ""Quick Tips for Maximizing Your Use of SpreadSheet Swarm"". - -#### 5. **Integration with GitHub** -- **Pin Ideas**: - - **Infographic**: ""Seamless GitHub Integration: How SpreadSheet Swarm Enhances Your Workflow"" - Highlighting the ease of integration and its benefits. - - **Visual Comparison**: Before and after scenarios showing the workflow improvements with SpreadSheet Swarm and GitHub. - -#### 6. **Community and Support** -- **Pin Ideas**: - - **Community Graphics**: Showcase user-generated content, such as screenshots of projects using SpreadSheet Swarm, or users sharing their experiences. - - **Support Resources**: Create pins that link to documentation, FAQs, and community forums. - -### Social Media Marketing Tactics - -#### 1. **Engaging Posts** -- Share visually appealing graphics highlighting key features and benefits on platforms like Twitter, LinkedIn, and Facebook. -- Create short video clips demonstrating the feature in action. - -#### 2. **User Stories and Testimonials** -- Encourage users to share their experiences using the SpreadSheet Swarm feature, and highlight these stories in posts. - -#### 3. **Webinars and Live Demos** -- Promote upcoming webinars or live demo sessions where potential users can see the feature in action and ask questions. - -#### 4. **Interactive Content** -- Create polls or quizzes around the benefits of collaborative tools like SpreadSheet Swarm to engage the audience and generate interest. - -#### 5. **Hashtag Strategy** -- Develop a unique hashtag for SpreadSheet Swarm to track engagement and encourage users to share their experiences. - -By implementing these ideas, you can effectively market the SpreadSheet Swarm feature across various platforms, highlighting its benefits and appealing to a wide audience.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Quora Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","**Question on Quora:** How can I effectively manage multiple agents in my project, especially when dealing with data and collaboration? - -**Answer:** - -Managing multiple agents in a project can indeed be challenging, but leveraging the right tools can make all the difference. One innovative solution I recommend is the **SpreadSheet Swarm** feature from the Swarms GitHub framework. - -The SpreadSheet Swarm allows you to collaborate in real-time with your team while managing data efficiently. Here’s how it works and why it’s beneficial for handling multiple agents: - -1. **Centralized Data Management:** With the SpreadSheet Swarm, all your data is stored in a centralized spreadsheet that can be accessed by all agents simultaneously. This means everyone is on the same page and can see real-time updates. - -2. **Collaborative Editing:** Multiple agents can work on the same document at the same time, which eliminates the confusion of having different versions floating around. Changes made by one agent are instantly visible to others, fostering seamless collaboration. - -3. **Automation and Integration:** The SpreadSheet Swarm feature integrates with various APIs, allowing you to automate repetitive tasks, pull in data from other sources, and streamline workflows. This is particularly useful when managing agents who may be working on different aspects of a project. - -4. **Data Visualization:** The tool offers capabilities to visualize data trends and insights directly within the spreadsheet interface, helping agents make informed decisions based on real-time data analysis. - -5. **User-Friendly Interface:** The intuitive interface makes it easy for both tech-savvy users and those less familiar with spreadsheets to navigate and contribute effectively. - -In summary, the SpreadSheet Swarm feature can significantly enhance the way you manage multiple agents by providing a collaborative, efficient, and user-friendly environment. If you want to learn more or see it in action, check out the Swarms GitHub framework and its latest features! - ---- - -**Social Media Marketing for SpreadSheet Swarm:** - -1. **Twitter:** ""Tired of juggling multiple agents in your project? Check out the new SpreadSheet Swarm feature in our GitHub framework! Collaborate in real-time, automate tasks, and visualize data like never before. #Productivity #Collaboration #DataManagement"" - -2. **LinkedIn:** ""Introducing SpreadSheet Swarm, a game-changing feature of our Swarms GitHub framework! Effortlessly manage multiple agents with real-time collaboration, centralized data, and intuitive automation. Elevate your project management today! #TechInnovation #TeamWork #SpreadSheetSwarm"" - -3. **Facebook:** ""Say goodbye to chaos when managing multiple agents! Our SpreadSheet Swarm feature is here to revolutionize your project management. Collaborate seamlessly, automate tasks, and visualize your data—all in one place! Click to learn more! #ProductivityTools #ProjectManagement"" - -4. **Instagram:** [Image of a team collaborating on a spreadsheet] ""Collaboration made easy! With our new SpreadSheet Swarm feature, your team can work together in real-time, no matter where they are. Discover the future of project management today! #SpreadSheetSwarm #TeamCollaboration"" - -5. **Reddit:** ""Looking for a better way to manage multiple agents? Check out the SpreadSheet Swarm feature from the Swarms GitHub framework! It's designed to facilitate real-time collaboration and streamline your workflow. Let's discuss how it can fit into your projects!"" - -By using these social media platforms effectively, you can reach a wider audience and demonstrate the value of the SpreadSheet Swarm feature to potential users.",2024-09-03T20:12:21.730257 -626d4669-5a66-4309-adfa-748a150c8a28,Snapchat Marketing Agent,"Market the Swarm's GitHub framework, specifically the new SpreadSheet Swarm feature, across various social media platforms.","**Snapchat Story Ideas for Highlighting the SpreadSheet Swarm Feature** - -**Story Series Title: ""SpreadSheet Swarm Secrets""** - -**Day 1: Introduction to SpreadSheet Swarm** -- **Snap 1:** 📊 ""Welcome to SpreadSheet Swarm! 🚀 Ready to transform your data management? Let's dive in! #SpreadSheetSwarm"" -- **Snap 2:** 📱 ""What is SpreadSheet Swarm? It's a powerful tool for collaborative data analysis! 💡"" -- **Interactive Element:** Poll - ""Have you used any spreadsheet tools before? Yes/No"" - -**Day 2: Quick Tip - Data Collaboration** -- **Snap 1:** ""Tip of the Day: Collaborate in real-time with your team! 🔄"" -- **Snap 2:** ""Simply share your spreadsheet link and watch the magic happen! 🪄✨"" -- **Interactive Element:** Quiz - ""True or False: You can edit a spreadsheet simultaneously with your team members."" (Answer: True) - -**Day 3: Highlight - GitHub Integration** -- **Snap 1:** ""Did you know SpreadSheet Swarm integrates seamlessly with GitHub? 🤖"" -- **Snap 2:** ""Version control your spreadsheets just like your code! 📜"" -- **Interactive Element:** Swipe Up Link - ""Check out our GitHub repo for more info!"" - -**Day 4: User Spotlight** -- **Snap 1:** ""Shoutout to @username for their amazing use of SpreadSheet Swarm! 🎉"" -- **Snap 2:** ""They increased their team's efficiency by 30%! 💪"" -- **Interactive Element:** Q&A - ""What features do you love most about SpreadSheet Swarm?"" - -**Day 5: Advanced Feature - Data Visualization** -- **Snap 1:** ""Transform your data into stunning visuals! 📈"" -- **Snap 2:** ""Use built-in charts and graphs to present your findings. 📊"" -- **Interactive Element:** Poll - ""Do you prefer visuals or raw data? Visuals/Raw Data"" - -**Day 6: Feedback Day!** -- **Snap 1:** ""We want to hear from you! How's your experience with SpreadSheet Swarm? 🗣️"" -- **Snap 2:** ""Drop us a snap or DM with your thoughts! 💬"" -- **Interactive Element:** Snap Response - Encourage followers to send in their feedback via snaps. - -**Day 7: Weekly Recap & Teaser** -- **Snap 1:** ""That's a wrap on this week's SpreadSheet Swarm tips! 🥳"" -- **Snap 2:** ""Stay tuned for next week’s feature on automation! 🔧"" -- **Interactive Element:** Countdown Timer - ""Next week’s tip drops in 3 days!"" - ---- - -**General Tips for Engagement:** -- Use eye-catching visuals and animations to keep the content lively. -- Incorporate stickers, GIFs, and emojis to enhance engagement. -- Encourage followers to share their own experiences using the SpreadSheet Swarm feature and feature their responses in future stories. - -By using these story ideas and engaging techniques, you can effectively market the SpreadSheet Swarm feature while encouraging interaction and building a community around your product!",2024-09-03T20:12:21.730257 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:19:59.419092_run_id_bb4fe5c1e3064f6287f9299091922825 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:19:59.419092_run_id_bb4fe5c1e3064f6287f9299091922825 2.csv deleted file mode 100644 index 66876cac0..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:19:59.419092_run_id_bb4fe5c1e3064f6287f9299091922825 2.csv +++ /dev/null @@ -1,637 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Facebook Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Facebook Campaign Plan for SpreadSheet Swarm Feature - -#### Campaign Objectives: -- Increase awareness of the SpreadSheet Swarm feature. -- Drive engagement through posts and ads. -- Generate leads and conversions by promoting the feature's capabilities. - ---- - -### Engaging Posts - -**Post 1: Feature Introduction** -*Visual: Eye-catching graphic showing the SpreadSheet Swarm dashboard with multiple agents.* - -**Caption:** -🚀 Unleash the power of efficiency with our SpreadSheet Swarm feature! Manage multiple agents all from a single, intuitive dashboard. Say goodbye to chaos and hello to streamlined workflows! 💼✨ -👉 Learn more: [link to feature page] - ---- - -**Post 2: User Testimonial** -*Visual: Image of a happy user with a quote bubble.* - -**Caption:** -🌟 ""With SpreadSheet Swarm, I can oversee all my agents effortlessly! The single dashboard is a game-changer!"" - [User Name] -Join the revolution in task management today! 💪 -🔗 Try it now: [link to feature page] - ---- - -**Post 3: ""Did You Know?"" Series** -*Visual: Infographic highlighting stats about productivity gains.* - -**Caption:** -📊 Did you know? Companies that streamline their workflows can boost productivity by up to 30%! With SpreadSheet Swarm, you can manage multiple agents seamlessly, ensuring you stay ahead of the game! -👉 Discover the benefits: [link to feature page] - ---- - -### Targeted Ads - -**Ad 1: Benefit Highlight** -*Visual: Animated video showing the dashboard in action.* - -**Text:** -Struggling to manage multiple tasks and agents? Meet the SpreadSheet Swarm feature! 🌟 -Manage everything from one dashboard! Click to learn more. -🔗 [link to feature page] - -**Target Audience:** Small to medium business owners, project managers, productivity enthusiasts. - ---- - -**Ad 2: Special Offer** -*Visual: Promotional banner with a discount or free trial offer.* - -**Text:** -🔔 Limited Time Offer! Try our SpreadSheet Swarm feature FREE for 30 days! -Experience the ease of managing multiple agents from a single dashboard. Don't miss out! -👉 Sign up now: [link to feature page] - -**Target Audience:** Startups, freelancers, and teams looking for productivity tools. - ---- - -### Interaction with Followers - -- **Daily Engagement:** Respond to comments on posts and ads promptly. Encourage discussions by asking followers how they manage their teams or tasks. - -- **Polls and Questions:** Use Facebook Stories to create polls asking questions like, ""What’s your biggest challenge in managing multiple projects?"" This can provide insights and foster engagement. - -- **Live Q&A Session:** Schedule a Facebook Live event where you can demonstrate the SpreadSheet Swarm feature and answer questions in real time. Promote this in advance to gather an audience. - ---- - -### Monitoring and Optimization -- Track engagement metrics (likes, shares, comments) on posts and ads. -- Analyze click-through rates and conversion rates from the ads. -- Adjust targeting and content based on performance data and feedback. - -By focusing on these strategies, we can effectively promote the SpreadSheet Swarm feature and engage our audience on Facebook. Let’s get started! 🚀",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Twitter Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Tweet 1: -🚀 Excited to introduce the #SpreadSheetSwarm feature! 🌐 Now you can manage multiple agents in parallel, streamlining your workflow like never before. Say goodbye to bottlenecks and hello to efficiency! 💪✨ #TechInnovation #Productivity #DataManagement - ---- - -### Tweet 2: -🔍 Tired of juggling spreadsheets? The #SpreadSheetSwarm feature allows you to manage multiple agents simultaneously, making data handling a breeze! 🐝💼 Dive into a new era of productivity and collaboration. #TechCommunity #DataScience #Efficiency - ---- - -### Tweet 3 (Thread): -🧵 1/5 Let's talk about the game-changing #SpreadSheetSwarm feature! 🌟 This tool is designed for those who crave efficiency in data management. Here’s why you should be excited: 👇 - -2/5 🔄 **Parallel Agent Management**: Handle multiple tasks at once! No more waiting for one process to finish before starting another. Your workflow just got a major upgrade! 🚀 #ProductivityHacks - -3/5 📊 **Seamless Collaboration**: Work with your team in real-time. Everyone can contribute to the same spreadsheet without stepping on each other's toes. Collaboration made easy! 🤝 #Teamwork - -4/5 🔒 **Enhanced Data Integrity**: With parallel management, you reduce the risk of errors. Keep your data accurate and reliable, every time! ✅ #DataIntegrity #QualityAssurance - -5/5 Ready to transform your spreadsheet experience? Try out the #SpreadSheetSwarm feature today and unleash your productivity potential! 💥 #TechForGood #Innovation - ---- - -### Tweet 4: -💡 Did you know? The #SpreadSheetSwarm feature not only boosts productivity but also enhances teamwork! Collaborate seamlessly while managing multiple agents in parallel. Let’s swarm together for success! 🐝💼 #Collaboration #TechTrends - ---- - -### Tweet 5: -🌟 Join the conversation! How do you manage your spreadsheets? Have you tried the #SpreadSheetSwarm feature yet? Share your experiences and tips below! 👇 #DataManagement #TechCommunity #Innovation - ---- - -### Tweet 6: -📈 Unlock the full potential of your data with the #SpreadSheetSwarm feature! Manage multiple agents in parallel and watch your productivity soar. 🚀 What are you waiting for? Dive in today! #Efficiency #DataDriven #TechInnovation - ---- - -Feel free to adjust the content or hashtags to better fit your audience or specific platform!",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Instagram Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Instagram Post Ideas for SpreadSheet Swarm Feature - -#### Post 1: Infographic Overview -**Visual:** A colorful infographic that outlines the key features of the SpreadSheet Swarm. Use icons to represent each feature (e.g., collaboration, efficiency, real-time updates). - -**Caption:** -🚀 **Unleash the Power of Collaboration with SpreadSheet Swarm!** 🌟 -Manage multiple agents effortlessly and boost your productivity. Here are the top features that make it a game-changer: -✅ Real-time collaboration -✅ Efficient data management -✅ Easy tracking of changes -💡 Ready to elevate your workflow? #SpreadSheetSwarm #Productivity #Collaboration - ---- - -#### Post 2: Short Video Tutorial -**Visual:** A 30-second video showcasing how to set up and use the SpreadSheet Swarm feature. Include screen recordings of the interface, highlighting ease of use. - -**Caption:** -🎥 **Watch and Learn!** -Setting up your SpreadSheet Swarm is a breeze! In just a few clicks, you can manage multiple agents and streamline your workflow. Check out our quick tutorial! -👉 Link in bio for more tips! -#SpreadSheetSwarm #Tutorial #Efficiency - ---- - -#### Post 3: User Testimonial Carousel -**Visual:** A carousel post featuring quotes from users who have benefited from the SpreadSheet Swarm feature. Use a clean design with user photos and their testimonials. - -**Caption:** -🌟 **Hear from Our Users!** -Swipe through to see how SpreadSheet Swarm has transformed the way our users manage their teams. -✨ ""It changed how we collaborate!"" -✨ ""Our productivity has skyrocketed!"" -Join the swarm and experience it for yourself! -#UserTestimonials #SpreadSheetSwarm #Teamwork - ---- - -#### Story Ideas - -1. **Poll:** - - **Visual:** A question sticker asking, ""Do you manage multiple agents in your work?"" - - **Follow-up:** Share the benefits of using SpreadSheet Swarm based on responses. - -2. **Behind-the-Scenes:** - - **Visual:** Short clips of the development team discussing the SpreadSheet Swarm feature and its impact. - - **Caption:** ""Meet the team behind the magic! 💻✨"" - -3. **Quick Tips:** - - **Visual:** A series of slides with quick tips on maximizing the use of the SpreadSheet Swarm. - - **Caption:** ""Maximize your efficiency with these tips! 💡"" - -4. **Q&A Session:** - - **Visual:** Use the question sticker to invite followers to ask about the SpreadSheet Swarm. - - **Follow-up:** Answer questions in subsequent stories. - -### Engagement Strategy -- **Comments:** Respond promptly to comments on posts, thanking users for their feedback and answering any questions. -- **Direct Messages:** Engage with followers who DM about the feature, providing personalized responses and additional resources. -- **Hashtags:** Use relevant hashtags to increase visibility, such as #ProductivityTools, #DataManagement, and #TeamCollaboration. - -By implementing these strategies, you can effectively promote the SpreadSheet Swarm feature and engage with your audience across Instagram and other social media platforms!",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,LinkedIn Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### LinkedIn Article: Unlocking Business Efficiency with the SpreadSheet Swarm Feature - -**Title: Transforming Collaboration: The Business Advantages of the SpreadSheet Swarm Feature** - -In today’s fast-paced business environment, effective collaboration and data management are crucial for success. Enter the SpreadSheet Swarm feature—a game-changer for teams looking to enhance productivity and streamline workflows. - -#### What is SpreadSheet Swarm? - -SpreadSheet Swarm is an innovative tool that allows multiple users to work on a spreadsheet simultaneously, enabling real-time collaboration and data analysis. This feature is designed to break down silos, foster teamwork, and drive efficiency across departments. - -#### Key Business Advantages - -1. **Enhanced Collaboration**: With SpreadSheet Swarm, team members can contribute their insights and expertise simultaneously, leading to richer data analysis and more informed decision-making. This collaborative approach minimizes the back-and-forth of email exchanges and ensures everyone is on the same page. - -2. **Increased Productivity**: By allowing multiple users to edit and analyze data in real-time, businesses can significantly reduce the time spent on projects. Teams can tackle complex tasks more efficiently, leading to faster project completion and quicker time-to-market. - -3. **Improved Data Accuracy**: The Swarm feature minimizes the risk of errors that often occur when multiple versions of a spreadsheet are circulated. With everyone working on a single document, data integrity is maintained, and discrepancies are easily identified and resolved. - -4. **Flexibility and Accessibility**: In an era where remote work is becoming the norm, SpreadSheet Swarm offers the flexibility teams need. Users can access and collaborate on spreadsheets from anywhere, ensuring that geographical barriers do not hinder productivity. - -5. **Scalability**: As businesses grow, so do their data management needs. SpreadSheet Swarm is designed to scale with your organization, accommodating larger teams and more complex projects without compromising performance. - -#### Case Study: A Real-World Example - -Consider the case of XYZ Corp, a mid-sized marketing agency that struggled with project delays due to inefficient spreadsheet management. After implementing the SpreadSheet Swarm feature, they reported a 40% reduction in project turnaround time. Team members were able to collaborate in real-time, leading to quicker approvals and more agile responses to client needs. The result? Increased client satisfaction and a boost in repeat business. - -#### Join the Conversation - -As we continue to navigate the complexities of modern business, tools like SpreadSheet Swarm are essential for fostering collaboration and driving efficiency. I invite you to share your experiences with collaborative tools in the comments below. How has your organization benefited from real-time collaboration? - ---- - -### Social Media Promotion - -**Post for LinkedIn, Twitter, and Facebook:** - -🚀 **Unlock Your Team's Potential with SpreadSheet Swarm!** 🚀 - -Are you ready to revolutionize the way your team collaborates? The SpreadSheet Swarm feature allows multiple users to work on spreadsheets simultaneously, enhancing productivity and ensuring data accuracy. - -🌟 **Key Benefits:** -- Real-time collaboration -- Increased productivity -- Improved data accuracy -- Flexibility for remote teams -- Scalable for growing businesses - -Join the ranks of successful organizations like XYZ Corp, who reduced project turnaround time by 40% with SpreadSheet Swarm! - -👉 Learn more about how this feature can transform your business: [Link to website or demo] - -#Collaboration #Productivity #DataManagement #BusinessEfficiency #SpreadSheetSwarm - ---- - -### Participation in Industry Groups - -Engage with industry groups on LinkedIn and other platforms by sharing insights, answering questions, and discussing the benefits of the SpreadSheet Swarm feature. Here are some ideas for participation: - -1. **Discussion Starter**: ""What challenges do you face with spreadsheet collaboration? Let’s discuss how real-time tools like SpreadSheet Swarm can help!"" - -2. **Poll**: ""How does your team currently collaborate on spreadsheets? A) Email exchanges B) Shared drives C) Real-time collaboration tools D) Other. Share your thoughts!"" - -3. **Resource Sharing**: Post links to articles, case studies, and webinars that highlight the advantages of collaborative tools in the workplace. - -By actively participating in these groups, you can position yourself as a thought leader in the industry while promoting the SpreadSheet Swarm feature to potential business users. - ---- - -By leveraging these strategies, you can effectively highlight the business advantages of the SpreadSheet Swarm feature, reaching and engaging potential users across various platforms.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,YouTube Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Video Content Plan for YouTube: Explaining the SpreadSheet Swarm Feature - -#### Video 1: Introduction to SpreadSheet Swarm -- **Title**: ""Unlocking Productivity: What is SpreadSheet Swarm?"" -- **Content**: - - Brief overview of the SpreadSheet Swarm feature and its purpose. - - Explanation of how it allows users to manage multiple agents within spreadsheets. - - Highlight key benefits: efficiency, collaboration, and real-time updates. -- **Visuals**: Screen captures of the interface, animations showing multiple agents working simultaneously. -- **Call to Action**: Encourage viewers to subscribe for more tutorials. - ---- - -#### Video 2: Getting Started with SpreadSheet Swarm -- **Title**: ""Getting Started with SpreadSheet Swarm: A Step-by-Step Tutorial"" -- **Content**: - - Step-by-step guide on how to set up and activate the SpreadSheet Swarm feature. - - Demonstrate creating a new spreadsheet and adding agents. - - Tips for configuring agent roles and permissions. -- **Visuals**: Live screen recording showing the setup process, with voiceover explanations. -- **Call to Action**: Invite users to share their experiences in the comments. - ---- - -#### Video 3: Advanced Features of SpreadSheet Swarm -- **Title**: ""Maximize Your Efficiency: Advanced Features of SpreadSheet Swarm"" -- **Content**: - - Deep dive into advanced functionalities, such as real-time collaboration, task assignment, and agent tracking. - - Showcase scenarios where these features can be particularly useful (e.g., team projects, data analysis). -- **Visuals**: Split-screen demonstrations with multiple agents in action, highlighting different features. -- **Call to Action**: Encourage viewers to try out these features and share their results. - ---- - -#### Video 4: User Testimonials and Success Stories -- **Title**: ""Real Users, Real Results: SpreadSheet Swarm Testimonials"" -- **Content**: - - Collect testimonials from real users discussing their experiences with SpreadSheet Swarm. - - Highlight specific success stories and how the feature impacted their productivity. - - Include before-and-after scenarios to illustrate improvements. -- **Visuals**: User video clips, on-screen quotes, and statistics showcasing productivity gains. -- **Call to Action**: Ask viewers to leave their own testimonials and success stories in the comments. - ---- - -#### Video 5: Common Issues and Troubleshooting with SpreadSheet Swarm -- **Title**: ""Troubleshooting SpreadSheet Swarm: Common Issues & Solutions"" -- **Content**: - - Address common challenges users may face while using the feature. - - Provide practical solutions and tips for resolving these issues. - - Encourage community support in the comments section. -- **Visuals**: Screen captures of common issues, step-by-step troubleshooting guides. -- **Call to Action**: Suggest viewers subscribe for ongoing support and updates. - ---- - -### Social Media Promotion Plan for SpreadSheet Swarm - -#### Platform-Specific Strategies: - -1. **Twitter**: - - Share bite-sized tips and tricks about using SpreadSheet Swarm effectively. - - Post user testimonials with visuals and links to the YouTube videos. - - Use relevant hashtags (#Productivity, #SpreadsheetSwarm, #Teamwork). - -2. **Instagram**: - - Create visually appealing infographics showcasing the benefits of SpreadSheet Swarm. - - Share short video clips from YouTube tutorials as reels. - - Engage with followers through polls and Q&A sessions about their experiences. - -3. **LinkedIn**: - - Write articles discussing the impact of collaborative tools like SpreadSheet Swarm on workplace efficiency. - - Share user success stories and testimonials to highlight its effectiveness in professional settings. - - Promote YouTube content as part of a series on productivity tools. - -4. **Facebook**: - - Create a dedicated group for users to share tips and experiences with SpreadSheet Swarm. - - Regularly post updates, tutorials, and user-generated content. - - Host live Q&A sessions to address user questions and provide tips. - -5. **TikTok**: - - Create fun, engaging short videos that demonstrate the SpreadSheet Swarm feature in action. - - Use trending sounds and challenges to increase visibility and engagement. - - Encourage users to share their own videos using the feature. - -### Conclusion -Implementing this content plan will not only educate users about the SpreadSheet Swarm feature but also foster a community of engaged users who can share their experiences and insights. By leveraging various social media platforms, we can amplify our reach and promote the benefits of this powerful tool effectively.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Reddit Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","Sure! Here’s a plan to engage with relevant subreddits and promote the SpreadSheet Swarm feature effectively across social media platforms: - -### Engaging with Subreddits - -1. **Identify Relevant Subreddits**: - - r/Productivity - - r/technology - - r/Excel - - r/DataIsBeautiful - - r/Coding - - r/Entrepreneur - -2. **Craft Informative Posts**: - - **Post Title**: ""Revolutionize Your Workflow with SpreadSheet Swarm!"" - - **Body**: - - Briefly introduce what SpreadSheet Swarm is. - - Highlight key features such as collaborative editing, real-time updates, and integration with other tools. - - Share real-life scenarios where this feature can enhance productivity. - - Invite users to share their experiences with similar tools or ask questions about SpreadSheet Swarm. - -3. **Engage with the Community**: - - Respond to comments and questions promptly. - - Share tips and tricks for maximizing productivity using spreadsheets. - - Create polls or discussions around common spreadsheet challenges and how SpreadSheet Swarm can address them. - -4. **Share Success Stories**: - - Post about how businesses or individuals have improved their workflow using SpreadSheet Swarm. - - Encourage users to share their success stories or challenges they faced before using the tool. - -### Promoting on Social Media - -1. **Create Eye-Catching Graphics**: - - Design visuals that illustrate the features of SpreadSheet Swarm. - - Use infographics to show how it can improve productivity and collaboration. - -2. **Write Engaging Posts**: - - **Post Example**: ""Unlock the Power of Collaboration with SpreadSheet Swarm! 🐝✨ Whether you're working with a team or managing personal projects, our new feature allows for seamless editing and sharing. Check it out! [Link to the feature]"" - - Use hashtags like #Productivity, #TechTools, #Collaboration, #Spreadsheet. - -3. **Utilize Video Content**: - - Create short video tutorials demonstrating how to use SpreadSheet Swarm effectively. - - Share user testimonials or case studies in video format. - -4. **Run a Giveaway or Contest**: - - Encourage users to share their favorite spreadsheet hacks or how they’d use SpreadSheet Swarm. Offer a prize related to productivity tools (e.g., premium subscriptions, gift cards). - -5. **Collaborate with Influencers**: - - Partner with tech and productivity influencers to review and promote SpreadSheet Swarm on their channels. - -6. **Engage with Your Audience**: - - Create polls or Q&A sessions to gather feedback on what features users want to see next. - - Regularly post updates about new features, tips, and tricks related to using SpreadSheet Swarm. - -By engaging with the Reddit communities and leveraging social media, you can effectively build awareness and interest in the SpreadSheet Swarm feature, encouraging more users to explore its benefits.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Pinterest Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Infographic Ideas for SpreadSheet Swarm Feature - -#### Infographic 1: **What is SpreadSheet Swarm?** -- **Title:** Unlock the Power of Collaboration with SpreadSheet Swarm! -- **Sections:** - - **Definition:** Briefly explain what SpreadSheet Swarm is. - - **Visuals:** Use icons to represent collaboration, efficiency, and real-time updates. - - **Key Features:** - - Real-time collaboration - - Easy sharing - - Version control - - Integration with other tools - -#### Infographic 2: **Benefits of Using SpreadSheet Swarm** -- **Title:** 5 Reasons to Love SpreadSheet Swarm -- **Sections:** - - **1. Enhanced Collaboration:** Show how multiple users can work simultaneously. - - **2. Increased Productivity:** Visualize time saved with real-time updates. - - **3. Improved Accuracy:** Highlight automatic version tracking and error reduction. - - **4. Seamless Integration:** Illustrate compatibility with other software. - - **5. User-Friendly Interface:** Showcase the easy-to-navigate layout. - -#### Infographic 3: **Step-by-Step Guide to Getting Started with SpreadSheet Swarm** -- **Title:** Start Your Swarm: A Quick Guide -- **Steps:** - - **Step 1:** Sign Up / Log In - - Visual: Screenshot of the login page. - - **Step 2:** Create a New Spreadsheet - - Visual: Icon of a spreadsheet with a plus sign. - - **Step 3:** Invite Team Members - - Visual: Illustration of sending invites via email. - - **Step 4:** Collaborate in Real-Time - - Visual: Multiple cursors on a spreadsheet. - - **Step 5:** Share and Export Your Work - - Visual: Icons for sharing options (email, download, etc.). - -### Social Media Promotion Strategy - -#### Platform-Specific Posts -- **Twitter:** - - Short, engaging tweets with stats about collaboration and productivity gains. - - Use relevant hashtags like #Collaboration #TechSolutions #SpreadSheetSwarm. - -- **LinkedIn:** - - Share a detailed post about the benefits of SpreadSheet Swarm for businesses. - - Include the infographic on benefits and a link to a demo video. - -- **Instagram:** - - Create visually appealing stories using snippets from the infographics. - - Use carousel posts to highlight each benefit with a corresponding visual. - -- **Facebook:** - - Post a video tutorial showcasing how to use SpreadSheet Swarm. - - Encourage users to share their experiences with a call-to-action. - -#### Engagement Strategies -- **Polls and Questions:** Ask followers how they collaborate on spreadsheets and what features they value most. -- **User Testimonials:** Share quotes and experiences from users who have benefited from SpreadSheet Swarm. -- **Webinars:** Host live sessions demonstrating the features and benefits, allowing users to ask questions in real-time. - -### Call to Action -- Encourage users to try SpreadSheet Swarm today and experience the future of collaborative work! Include links to sign up, demo videos, and customer testimonials to build trust and drive engagement. - -By combining informative infographics with engaging social media content, you can effectively promote the SpreadSheet Swarm feature and attract tech-savvy users interested in innovative solutions.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,TikTok Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### TikTok Video Ideas for Promoting the SpreadSheet Swarm Feature - ---- - -**Video Idea 1: ""The Spreadsheet Showdown""** - -**Concept:** A fun, competitive challenge where two teams race to complete a project using traditional spreadsheets vs. SpreadSheet Swarm. - -**Script:** -- **[Opening Scene]**: Split screen of two teams. One team is struggling with a messy spreadsheet, while the other team is using SpreadSheet Swarm. -- **[Voiceover]**: “Who will finish first? The old way or the new way?” -- **[Cut to Team 1]**: Frantically typing, scrolling, and making mistakes. -- **[Cut to Team 2]**: Smoothly collaborating in real-time, showcasing features like live updates and easy sharing. -- **[Closing Scene]**: Team 2 finishes first, celebrating. -- **[Text Overlay]**: “Why struggle? Join the Swarm! 🐝✨ #SpreadSheetSwarm #TeamWork” - ---- - -**Video Idea 2: ""A Day in the Life with SpreadSheet Swarm""** - -**Concept:** A relatable day-in-the-life video showing how SpreadSheet Swarm makes work easier. - -**Script:** -- **[Opening Scene]**: A person waking up, checking their emails, and seeing a chaotic spreadsheet. -- **[Voiceover]**: “Ever feel overwhelmed by spreadsheets? Let’s change that!” -- **[Montage of Scenes]**: - - Morning coffee while using SpreadSheet Swarm on a laptop. - - Collaborating with colleagues on a video call, editing the same spreadsheet. - - Getting instant notifications of updates on their phone. -- **[Closing Scene]**: Relaxing at the end of the day, saying, “Thanks to SpreadSheet Swarm, I can finally breathe!” -- **[Text Overlay]**: “Make your work life easier! #SpreadSheetSwarm #WorkSmart” - ---- - -**Video Idea 3: ""Before and After: The SpreadSheet Swarm Transformation""** - -**Concept:** A dramatic transformation showcasing the difference between traditional spreadsheets and SpreadSheet Swarm. - -**Script:** -- **[Opening Scene]**: Dark, cluttered office with a person looking stressed at a messy spreadsheet. -- **[Voiceover]**: “Before SpreadSheet Swarm…” -- **[Cut to]**: The person sighs, surrounded by papers and confusion. -- **[Transition Scene]**: A magical transformation with sparkles. -- **[Cut to]**: Bright, organized workspace with the same person smiling, using SpreadSheet Swarm. -- **[Voiceover]**: “After SpreadSheet Swarm, everything is organized, and collaboration is a breeze!” -- **[Text Overlay]**: “Transform your workflow! #SpreadSheetSwarm #Productivity” - ---- - -**Video Idea 4: ""SpreadSheet Swarm Hacks""** - -**Concept:** Quick tips and hacks on how to maximize the use of SpreadSheet Swarm. - -**Script:** -- **[Opening Scene]**: Energetic music with a person excitedly introducing the hacks. -- **[Voiceover]**: “Want to be a spreadsheet pro? Here are 3 hacks using SpreadSheet Swarm!” -- **[Tip 1]**: “Use real-time collaboration to get instant feedback!” (Show a split screen of two users editing simultaneously.) -- **[Tip 2]**: “Organize your data with tags for easy searching!” (Show how to tag items.) -- **[Tip 3]**: “Set alerts for updates so you never miss a thing!” (Show a notification popping up.) -- **[Closing Scene]**: “Try these hacks and watch your productivity soar! #SpreadSheetSwarm #LifeHacks” - ---- - -### General Tips for TikTok Videos: -- **Use Trending Sounds**: Incorporate popular music or sounds to increase engagement. -- **Keep it Short**: Aim for 15-30 seconds to maintain viewer attention. -- **Add Captions**: Ensure accessibility and cater to viewers watching without sound. -- **Engage with Questions**: Encourage viewers to comment with their spreadsheet struggles or tips. - -By using these creative storytelling techniques and trends, you can effectively highlight the benefits of the SpreadSheet Swarm feature while capturing the audience's attention on TikTok!",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Snapchat Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Snapchat Campaign for SpreadSheet Swarm Feature - -#### Overview -The Snapchat campaign will leverage interactive elements like filters, lenses, and stories to engage users, showcasing the unique capabilities of the SpreadSheet Swarm feature. This approach will create excitement and encourage sharing among users, driving awareness and encouraging them to use the new feature. - ---- - -### 1. **Interactive Filters and Lenses** - -**A. Swarm Visualization Lens** -- **Description**: Users can activate a lens that overlays a fun, animated ""swarm"" of colorful data points around them, representing the power of collaborative spreadsheets. -- **Interaction**: Users can move their device to see the data swarm rotate around them, creating a 3D effect that simulates real-time collaboration. They can tap the screen to change the data points into fun emojis or icons representing different data types (e.g., charts, graphs, icons). -- **Call to Action**: ""Join the SpreadSheet Swarm! Swipe up to learn how!"" - -**B. Spreadsheet Filter** -- **Description**: A filter that overlays a spreadsheet-style grid over the user's environment, filling their background with data cells and formulas. -- **Interaction**: Components of the filter can be clicked on, making them 'editable' or 'colorful', emphasizing the customization aspect of the feature. -- **Call to Action**: “Ready to collaborate? Create with your squad!” - ---- - -### 2. **Engaging Stories** - -**A. Behind-the-Scenes Story** -- **Content**: A series of short clips featuring the development team talking about the inspiration and functionality of SpreadSheet Swarm. Animated graphics show how users can work together on spreadsheets seamlessly. -- **Engagement**: Use polls and questions like “Have you ever wished to collaborate live on a spreadsheet?” to encourage audience interaction. -- **Duration**: 24-hour window to create urgency. - -**B. User Challenge Story** -- **Content**: Encourage users to share their own spreadsheets and how they would use SpreadSheet Swarm. Invite them to submit videos of their most creative or unusual spreadsheets with the hashtag #SwarmChallenge. -- **Engagement**: Feature user submissions in a follow-up story, showcasing the creative ways people utilize the feature. Offer rewards for the most creative entries (e.g., gift cards, free premium features). -- **Use Case Examples**: Show quick clips of different people using the feature for work, school projects, and collaborative brainstorming. - ---- - -### 3. **Snap Ads** - -**A. Catchy Ad Clips** -- **Content**: Short, dynamic ads featuring users engaging with the SpreadSheet Swarm feature. Use vibrant visuals of the swarm and the spreadsheet interface in action. -- **Message**: “Why work alone? Join the SpreadSheet Swarm and collaborate like never before! Tap to get started!” -- **Frequency**: Consider running these ads multiple times during peak hours to capture a wider audience. - ---- - -### 4. **Exclusive Live Demo via Snap Map** - -**A. Live Demo Event** -- **Description**: A live event on Snapchat showcasing the SpreadSheet Swarm capabilities, where users can join, learn, and interact in real-time. -- **Engagement**: Allow users to ask questions and see live demonstrations of how to use the feature. Incorporate game-like elements, such as quizzes and rewards for participation. -- **Location Tag**: Use Snap Map to create a visual representation of users joining from different locations, showcasing the global reach of the Swarm feature. - ---- - -### 5. **Post-Campaign Engagement** - -**A. Follow-Up Stories** -- **Content**: Share statistics from the campaign, like the number of collaborations that occurred using SpreadSheet Swarm, and real user testimonials. -- **Engagement**: Encourage continued use with tips and tricks for maximizing productivity with the feature. Use inspiring quotes from users about their favorite collaboration moments. - -### Conclusion - -By leveraging interactive filters, engaging stories, and a community-driven approach, the Snapchat campaign for the SpreadSheet Swarm feature will not only promote its functionality but also create a vibrant community of users eager to collaborate and share their experiences.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Quora Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Answer on Quora about the SpreadSheet Swarm Feature - -**Question:** What is the SpreadSheet Swarm feature and how can it enhance productivity in collaborative work? - -**Answer:** - -The SpreadSheet Swarm feature is an innovative tool designed to enhance collaboration and productivity when working with spreadsheets. It allows multiple users to interact with a spreadsheet simultaneously, enabling real-time data entry, editing, and analysis. This feature is particularly beneficial for teams that need to work together on complex data sets or reports, as it minimizes the delay often associated with traditional spreadsheet software where only one user can edit at a time. - -#### Key Benefits of the SpreadSheet Swarm Feature: - -1. **Real-Time Collaboration:** Multiple team members can work on the same spreadsheet at the same time. Changes made by one user are instantly visible to others, which helps maintain a smooth workflow and reduces the chances of version conflicts. - -2. **Enhanced Communication:** Integrated chat and comment functionalities allow users to discuss specific data points or formulas directly within the spreadsheet. This keeps all relevant conversations in context, making it easier to track decisions and feedback. - -3. **Version Control:** The SpreadSheet Swarm feature often includes built-in version history, allowing users to view and revert to previous versions of the document if needed. This is crucial for maintaining data integrity and accountability. - -4. **Task Assignment:** Users can assign tasks related to specific cells or ranges within the spreadsheet, ensuring that everyone knows their responsibilities and deadlines. - -5. **Customizable Views:** Different team members can customize their view of the spreadsheet, focusing on the data that is most relevant to their tasks without altering the main view for others. - -6. **Integration with Other Tools:** The feature often integrates seamlessly with other productivity tools, such as project management software or data visualization tools. This interoperability can streamline workflows and enhance overall productivity. - -For more detailed information about the SpreadSheet Swarm feature, including its technical specifications and user guides, you can refer to the official documentation [here](#). - -In summary, the SpreadSheet Swarm feature is a powerful addition to any team’s toolkit, especially for those who rely heavily on data analysis and collaborative projects. By leveraging its capabilities, teams can significantly improve their efficiency and effectiveness in managing spreadsheet-based tasks. - ---- - -### Promotion on Social Media for SpreadSheet Swarm Feature - -🚀 **Unleash the Power of Collaboration with SpreadSheet Swarm!** 🚀 - -Are you tired of the limitations of traditional spreadsheets? Say hello to **SpreadSheet Swarm**, the ultimate solution for real-time collaboration! - -✨ **Key Features:** -- **Collaborate in Real-Time:** Work together with your team, no more waiting for others to finish! -- **Integrated Communication:** Discuss data points and strategies right within the spreadsheet. -- **Version Control:** Never lose your work with built-in version history. -- **Task Management:** Assign tasks and keep everyone on track effortlessly. -- **Custom Views:** Tailor your spreadsheet experience to fit your needs. - -Transform your productivity and teamwork with **SpreadSheet Swarm** today! 📊✨ - -👉 Learn more about how it can elevate your projects: [Link to Documentation](#) - -#Productivity #Collaboration #TechTools #SpreadSheetSwarm #Teamwork #DataManagement",2024-09-03T20:19:59.419092 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:19:59.419092_run_id_bb4fe5c1e3064f6287f9299091922825.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:19:59.419092_run_id_bb4fe5c1e3064f6287f9299091922825.csv deleted file mode 100644 index 66876cac0..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:19:59.419092_run_id_bb4fe5c1e3064f6287f9299091922825.csv +++ /dev/null @@ -1,637 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Facebook Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Facebook Campaign Plan for SpreadSheet Swarm Feature - -#### Campaign Objectives: -- Increase awareness of the SpreadSheet Swarm feature. -- Drive engagement through posts and ads. -- Generate leads and conversions by promoting the feature's capabilities. - ---- - -### Engaging Posts - -**Post 1: Feature Introduction** -*Visual: Eye-catching graphic showing the SpreadSheet Swarm dashboard with multiple agents.* - -**Caption:** -🚀 Unleash the power of efficiency with our SpreadSheet Swarm feature! Manage multiple agents all from a single, intuitive dashboard. Say goodbye to chaos and hello to streamlined workflows! 💼✨ -👉 Learn more: [link to feature page] - ---- - -**Post 2: User Testimonial** -*Visual: Image of a happy user with a quote bubble.* - -**Caption:** -🌟 ""With SpreadSheet Swarm, I can oversee all my agents effortlessly! The single dashboard is a game-changer!"" - [User Name] -Join the revolution in task management today! 💪 -🔗 Try it now: [link to feature page] - ---- - -**Post 3: ""Did You Know?"" Series** -*Visual: Infographic highlighting stats about productivity gains.* - -**Caption:** -📊 Did you know? Companies that streamline their workflows can boost productivity by up to 30%! With SpreadSheet Swarm, you can manage multiple agents seamlessly, ensuring you stay ahead of the game! -👉 Discover the benefits: [link to feature page] - ---- - -### Targeted Ads - -**Ad 1: Benefit Highlight** -*Visual: Animated video showing the dashboard in action.* - -**Text:** -Struggling to manage multiple tasks and agents? Meet the SpreadSheet Swarm feature! 🌟 -Manage everything from one dashboard! Click to learn more. -🔗 [link to feature page] - -**Target Audience:** Small to medium business owners, project managers, productivity enthusiasts. - ---- - -**Ad 2: Special Offer** -*Visual: Promotional banner with a discount or free trial offer.* - -**Text:** -🔔 Limited Time Offer! Try our SpreadSheet Swarm feature FREE for 30 days! -Experience the ease of managing multiple agents from a single dashboard. Don't miss out! -👉 Sign up now: [link to feature page] - -**Target Audience:** Startups, freelancers, and teams looking for productivity tools. - ---- - -### Interaction with Followers - -- **Daily Engagement:** Respond to comments on posts and ads promptly. Encourage discussions by asking followers how they manage their teams or tasks. - -- **Polls and Questions:** Use Facebook Stories to create polls asking questions like, ""What’s your biggest challenge in managing multiple projects?"" This can provide insights and foster engagement. - -- **Live Q&A Session:** Schedule a Facebook Live event where you can demonstrate the SpreadSheet Swarm feature and answer questions in real time. Promote this in advance to gather an audience. - ---- - -### Monitoring and Optimization -- Track engagement metrics (likes, shares, comments) on posts and ads. -- Analyze click-through rates and conversion rates from the ads. -- Adjust targeting and content based on performance data and feedback. - -By focusing on these strategies, we can effectively promote the SpreadSheet Swarm feature and engage our audience on Facebook. Let’s get started! 🚀",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Twitter Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Tweet 1: -🚀 Excited to introduce the #SpreadSheetSwarm feature! 🌐 Now you can manage multiple agents in parallel, streamlining your workflow like never before. Say goodbye to bottlenecks and hello to efficiency! 💪✨ #TechInnovation #Productivity #DataManagement - ---- - -### Tweet 2: -🔍 Tired of juggling spreadsheets? The #SpreadSheetSwarm feature allows you to manage multiple agents simultaneously, making data handling a breeze! 🐝💼 Dive into a new era of productivity and collaboration. #TechCommunity #DataScience #Efficiency - ---- - -### Tweet 3 (Thread): -🧵 1/5 Let's talk about the game-changing #SpreadSheetSwarm feature! 🌟 This tool is designed for those who crave efficiency in data management. Here’s why you should be excited: 👇 - -2/5 🔄 **Parallel Agent Management**: Handle multiple tasks at once! No more waiting for one process to finish before starting another. Your workflow just got a major upgrade! 🚀 #ProductivityHacks - -3/5 📊 **Seamless Collaboration**: Work with your team in real-time. Everyone can contribute to the same spreadsheet without stepping on each other's toes. Collaboration made easy! 🤝 #Teamwork - -4/5 🔒 **Enhanced Data Integrity**: With parallel management, you reduce the risk of errors. Keep your data accurate and reliable, every time! ✅ #DataIntegrity #QualityAssurance - -5/5 Ready to transform your spreadsheet experience? Try out the #SpreadSheetSwarm feature today and unleash your productivity potential! 💥 #TechForGood #Innovation - ---- - -### Tweet 4: -💡 Did you know? The #SpreadSheetSwarm feature not only boosts productivity but also enhances teamwork! Collaborate seamlessly while managing multiple agents in parallel. Let’s swarm together for success! 🐝💼 #Collaboration #TechTrends - ---- - -### Tweet 5: -🌟 Join the conversation! How do you manage your spreadsheets? Have you tried the #SpreadSheetSwarm feature yet? Share your experiences and tips below! 👇 #DataManagement #TechCommunity #Innovation - ---- - -### Tweet 6: -📈 Unlock the full potential of your data with the #SpreadSheetSwarm feature! Manage multiple agents in parallel and watch your productivity soar. 🚀 What are you waiting for? Dive in today! #Efficiency #DataDriven #TechInnovation - ---- - -Feel free to adjust the content or hashtags to better fit your audience or specific platform!",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Instagram Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Instagram Post Ideas for SpreadSheet Swarm Feature - -#### Post 1: Infographic Overview -**Visual:** A colorful infographic that outlines the key features of the SpreadSheet Swarm. Use icons to represent each feature (e.g., collaboration, efficiency, real-time updates). - -**Caption:** -🚀 **Unleash the Power of Collaboration with SpreadSheet Swarm!** 🌟 -Manage multiple agents effortlessly and boost your productivity. Here are the top features that make it a game-changer: -✅ Real-time collaboration -✅ Efficient data management -✅ Easy tracking of changes -💡 Ready to elevate your workflow? #SpreadSheetSwarm #Productivity #Collaboration - ---- - -#### Post 2: Short Video Tutorial -**Visual:** A 30-second video showcasing how to set up and use the SpreadSheet Swarm feature. Include screen recordings of the interface, highlighting ease of use. - -**Caption:** -🎥 **Watch and Learn!** -Setting up your SpreadSheet Swarm is a breeze! In just a few clicks, you can manage multiple agents and streamline your workflow. Check out our quick tutorial! -👉 Link in bio for more tips! -#SpreadSheetSwarm #Tutorial #Efficiency - ---- - -#### Post 3: User Testimonial Carousel -**Visual:** A carousel post featuring quotes from users who have benefited from the SpreadSheet Swarm feature. Use a clean design with user photos and their testimonials. - -**Caption:** -🌟 **Hear from Our Users!** -Swipe through to see how SpreadSheet Swarm has transformed the way our users manage their teams. -✨ ""It changed how we collaborate!"" -✨ ""Our productivity has skyrocketed!"" -Join the swarm and experience it for yourself! -#UserTestimonials #SpreadSheetSwarm #Teamwork - ---- - -#### Story Ideas - -1. **Poll:** - - **Visual:** A question sticker asking, ""Do you manage multiple agents in your work?"" - - **Follow-up:** Share the benefits of using SpreadSheet Swarm based on responses. - -2. **Behind-the-Scenes:** - - **Visual:** Short clips of the development team discussing the SpreadSheet Swarm feature and its impact. - - **Caption:** ""Meet the team behind the magic! 💻✨"" - -3. **Quick Tips:** - - **Visual:** A series of slides with quick tips on maximizing the use of the SpreadSheet Swarm. - - **Caption:** ""Maximize your efficiency with these tips! 💡"" - -4. **Q&A Session:** - - **Visual:** Use the question sticker to invite followers to ask about the SpreadSheet Swarm. - - **Follow-up:** Answer questions in subsequent stories. - -### Engagement Strategy -- **Comments:** Respond promptly to comments on posts, thanking users for their feedback and answering any questions. -- **Direct Messages:** Engage with followers who DM about the feature, providing personalized responses and additional resources. -- **Hashtags:** Use relevant hashtags to increase visibility, such as #ProductivityTools, #DataManagement, and #TeamCollaboration. - -By implementing these strategies, you can effectively promote the SpreadSheet Swarm feature and engage with your audience across Instagram and other social media platforms!",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,LinkedIn Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### LinkedIn Article: Unlocking Business Efficiency with the SpreadSheet Swarm Feature - -**Title: Transforming Collaboration: The Business Advantages of the SpreadSheet Swarm Feature** - -In today’s fast-paced business environment, effective collaboration and data management are crucial for success. Enter the SpreadSheet Swarm feature—a game-changer for teams looking to enhance productivity and streamline workflows. - -#### What is SpreadSheet Swarm? - -SpreadSheet Swarm is an innovative tool that allows multiple users to work on a spreadsheet simultaneously, enabling real-time collaboration and data analysis. This feature is designed to break down silos, foster teamwork, and drive efficiency across departments. - -#### Key Business Advantages - -1. **Enhanced Collaboration**: With SpreadSheet Swarm, team members can contribute their insights and expertise simultaneously, leading to richer data analysis and more informed decision-making. This collaborative approach minimizes the back-and-forth of email exchanges and ensures everyone is on the same page. - -2. **Increased Productivity**: By allowing multiple users to edit and analyze data in real-time, businesses can significantly reduce the time spent on projects. Teams can tackle complex tasks more efficiently, leading to faster project completion and quicker time-to-market. - -3. **Improved Data Accuracy**: The Swarm feature minimizes the risk of errors that often occur when multiple versions of a spreadsheet are circulated. With everyone working on a single document, data integrity is maintained, and discrepancies are easily identified and resolved. - -4. **Flexibility and Accessibility**: In an era where remote work is becoming the norm, SpreadSheet Swarm offers the flexibility teams need. Users can access and collaborate on spreadsheets from anywhere, ensuring that geographical barriers do not hinder productivity. - -5. **Scalability**: As businesses grow, so do their data management needs. SpreadSheet Swarm is designed to scale with your organization, accommodating larger teams and more complex projects without compromising performance. - -#### Case Study: A Real-World Example - -Consider the case of XYZ Corp, a mid-sized marketing agency that struggled with project delays due to inefficient spreadsheet management. After implementing the SpreadSheet Swarm feature, they reported a 40% reduction in project turnaround time. Team members were able to collaborate in real-time, leading to quicker approvals and more agile responses to client needs. The result? Increased client satisfaction and a boost in repeat business. - -#### Join the Conversation - -As we continue to navigate the complexities of modern business, tools like SpreadSheet Swarm are essential for fostering collaboration and driving efficiency. I invite you to share your experiences with collaborative tools in the comments below. How has your organization benefited from real-time collaboration? - ---- - -### Social Media Promotion - -**Post for LinkedIn, Twitter, and Facebook:** - -🚀 **Unlock Your Team's Potential with SpreadSheet Swarm!** 🚀 - -Are you ready to revolutionize the way your team collaborates? The SpreadSheet Swarm feature allows multiple users to work on spreadsheets simultaneously, enhancing productivity and ensuring data accuracy. - -🌟 **Key Benefits:** -- Real-time collaboration -- Increased productivity -- Improved data accuracy -- Flexibility for remote teams -- Scalable for growing businesses - -Join the ranks of successful organizations like XYZ Corp, who reduced project turnaround time by 40% with SpreadSheet Swarm! - -👉 Learn more about how this feature can transform your business: [Link to website or demo] - -#Collaboration #Productivity #DataManagement #BusinessEfficiency #SpreadSheetSwarm - ---- - -### Participation in Industry Groups - -Engage with industry groups on LinkedIn and other platforms by sharing insights, answering questions, and discussing the benefits of the SpreadSheet Swarm feature. Here are some ideas for participation: - -1. **Discussion Starter**: ""What challenges do you face with spreadsheet collaboration? Let’s discuss how real-time tools like SpreadSheet Swarm can help!"" - -2. **Poll**: ""How does your team currently collaborate on spreadsheets? A) Email exchanges B) Shared drives C) Real-time collaboration tools D) Other. Share your thoughts!"" - -3. **Resource Sharing**: Post links to articles, case studies, and webinars that highlight the advantages of collaborative tools in the workplace. - -By actively participating in these groups, you can position yourself as a thought leader in the industry while promoting the SpreadSheet Swarm feature to potential business users. - ---- - -By leveraging these strategies, you can effectively highlight the business advantages of the SpreadSheet Swarm feature, reaching and engaging potential users across various platforms.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,YouTube Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Video Content Plan for YouTube: Explaining the SpreadSheet Swarm Feature - -#### Video 1: Introduction to SpreadSheet Swarm -- **Title**: ""Unlocking Productivity: What is SpreadSheet Swarm?"" -- **Content**: - - Brief overview of the SpreadSheet Swarm feature and its purpose. - - Explanation of how it allows users to manage multiple agents within spreadsheets. - - Highlight key benefits: efficiency, collaboration, and real-time updates. -- **Visuals**: Screen captures of the interface, animations showing multiple agents working simultaneously. -- **Call to Action**: Encourage viewers to subscribe for more tutorials. - ---- - -#### Video 2: Getting Started with SpreadSheet Swarm -- **Title**: ""Getting Started with SpreadSheet Swarm: A Step-by-Step Tutorial"" -- **Content**: - - Step-by-step guide on how to set up and activate the SpreadSheet Swarm feature. - - Demonstrate creating a new spreadsheet and adding agents. - - Tips for configuring agent roles and permissions. -- **Visuals**: Live screen recording showing the setup process, with voiceover explanations. -- **Call to Action**: Invite users to share their experiences in the comments. - ---- - -#### Video 3: Advanced Features of SpreadSheet Swarm -- **Title**: ""Maximize Your Efficiency: Advanced Features of SpreadSheet Swarm"" -- **Content**: - - Deep dive into advanced functionalities, such as real-time collaboration, task assignment, and agent tracking. - - Showcase scenarios where these features can be particularly useful (e.g., team projects, data analysis). -- **Visuals**: Split-screen demonstrations with multiple agents in action, highlighting different features. -- **Call to Action**: Encourage viewers to try out these features and share their results. - ---- - -#### Video 4: User Testimonials and Success Stories -- **Title**: ""Real Users, Real Results: SpreadSheet Swarm Testimonials"" -- **Content**: - - Collect testimonials from real users discussing their experiences with SpreadSheet Swarm. - - Highlight specific success stories and how the feature impacted their productivity. - - Include before-and-after scenarios to illustrate improvements. -- **Visuals**: User video clips, on-screen quotes, and statistics showcasing productivity gains. -- **Call to Action**: Ask viewers to leave their own testimonials and success stories in the comments. - ---- - -#### Video 5: Common Issues and Troubleshooting with SpreadSheet Swarm -- **Title**: ""Troubleshooting SpreadSheet Swarm: Common Issues & Solutions"" -- **Content**: - - Address common challenges users may face while using the feature. - - Provide practical solutions and tips for resolving these issues. - - Encourage community support in the comments section. -- **Visuals**: Screen captures of common issues, step-by-step troubleshooting guides. -- **Call to Action**: Suggest viewers subscribe for ongoing support and updates. - ---- - -### Social Media Promotion Plan for SpreadSheet Swarm - -#### Platform-Specific Strategies: - -1. **Twitter**: - - Share bite-sized tips and tricks about using SpreadSheet Swarm effectively. - - Post user testimonials with visuals and links to the YouTube videos. - - Use relevant hashtags (#Productivity, #SpreadsheetSwarm, #Teamwork). - -2. **Instagram**: - - Create visually appealing infographics showcasing the benefits of SpreadSheet Swarm. - - Share short video clips from YouTube tutorials as reels. - - Engage with followers through polls and Q&A sessions about their experiences. - -3. **LinkedIn**: - - Write articles discussing the impact of collaborative tools like SpreadSheet Swarm on workplace efficiency. - - Share user success stories and testimonials to highlight its effectiveness in professional settings. - - Promote YouTube content as part of a series on productivity tools. - -4. **Facebook**: - - Create a dedicated group for users to share tips and experiences with SpreadSheet Swarm. - - Regularly post updates, tutorials, and user-generated content. - - Host live Q&A sessions to address user questions and provide tips. - -5. **TikTok**: - - Create fun, engaging short videos that demonstrate the SpreadSheet Swarm feature in action. - - Use trending sounds and challenges to increase visibility and engagement. - - Encourage users to share their own videos using the feature. - -### Conclusion -Implementing this content plan will not only educate users about the SpreadSheet Swarm feature but also foster a community of engaged users who can share their experiences and insights. By leveraging various social media platforms, we can amplify our reach and promote the benefits of this powerful tool effectively.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Reddit Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","Sure! Here’s a plan to engage with relevant subreddits and promote the SpreadSheet Swarm feature effectively across social media platforms: - -### Engaging with Subreddits - -1. **Identify Relevant Subreddits**: - - r/Productivity - - r/technology - - r/Excel - - r/DataIsBeautiful - - r/Coding - - r/Entrepreneur - -2. **Craft Informative Posts**: - - **Post Title**: ""Revolutionize Your Workflow with SpreadSheet Swarm!"" - - **Body**: - - Briefly introduce what SpreadSheet Swarm is. - - Highlight key features such as collaborative editing, real-time updates, and integration with other tools. - - Share real-life scenarios where this feature can enhance productivity. - - Invite users to share their experiences with similar tools or ask questions about SpreadSheet Swarm. - -3. **Engage with the Community**: - - Respond to comments and questions promptly. - - Share tips and tricks for maximizing productivity using spreadsheets. - - Create polls or discussions around common spreadsheet challenges and how SpreadSheet Swarm can address them. - -4. **Share Success Stories**: - - Post about how businesses or individuals have improved their workflow using SpreadSheet Swarm. - - Encourage users to share their success stories or challenges they faced before using the tool. - -### Promoting on Social Media - -1. **Create Eye-Catching Graphics**: - - Design visuals that illustrate the features of SpreadSheet Swarm. - - Use infographics to show how it can improve productivity and collaboration. - -2. **Write Engaging Posts**: - - **Post Example**: ""Unlock the Power of Collaboration with SpreadSheet Swarm! 🐝✨ Whether you're working with a team or managing personal projects, our new feature allows for seamless editing and sharing. Check it out! [Link to the feature]"" - - Use hashtags like #Productivity, #TechTools, #Collaboration, #Spreadsheet. - -3. **Utilize Video Content**: - - Create short video tutorials demonstrating how to use SpreadSheet Swarm effectively. - - Share user testimonials or case studies in video format. - -4. **Run a Giveaway or Contest**: - - Encourage users to share their favorite spreadsheet hacks or how they’d use SpreadSheet Swarm. Offer a prize related to productivity tools (e.g., premium subscriptions, gift cards). - -5. **Collaborate with Influencers**: - - Partner with tech and productivity influencers to review and promote SpreadSheet Swarm on their channels. - -6. **Engage with Your Audience**: - - Create polls or Q&A sessions to gather feedback on what features users want to see next. - - Regularly post updates about new features, tips, and tricks related to using SpreadSheet Swarm. - -By engaging with the Reddit communities and leveraging social media, you can effectively build awareness and interest in the SpreadSheet Swarm feature, encouraging more users to explore its benefits.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Pinterest Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Infographic Ideas for SpreadSheet Swarm Feature - -#### Infographic 1: **What is SpreadSheet Swarm?** -- **Title:** Unlock the Power of Collaboration with SpreadSheet Swarm! -- **Sections:** - - **Definition:** Briefly explain what SpreadSheet Swarm is. - - **Visuals:** Use icons to represent collaboration, efficiency, and real-time updates. - - **Key Features:** - - Real-time collaboration - - Easy sharing - - Version control - - Integration with other tools - -#### Infographic 2: **Benefits of Using SpreadSheet Swarm** -- **Title:** 5 Reasons to Love SpreadSheet Swarm -- **Sections:** - - **1. Enhanced Collaboration:** Show how multiple users can work simultaneously. - - **2. Increased Productivity:** Visualize time saved with real-time updates. - - **3. Improved Accuracy:** Highlight automatic version tracking and error reduction. - - **4. Seamless Integration:** Illustrate compatibility with other software. - - **5. User-Friendly Interface:** Showcase the easy-to-navigate layout. - -#### Infographic 3: **Step-by-Step Guide to Getting Started with SpreadSheet Swarm** -- **Title:** Start Your Swarm: A Quick Guide -- **Steps:** - - **Step 1:** Sign Up / Log In - - Visual: Screenshot of the login page. - - **Step 2:** Create a New Spreadsheet - - Visual: Icon of a spreadsheet with a plus sign. - - **Step 3:** Invite Team Members - - Visual: Illustration of sending invites via email. - - **Step 4:** Collaborate in Real-Time - - Visual: Multiple cursors on a spreadsheet. - - **Step 5:** Share and Export Your Work - - Visual: Icons for sharing options (email, download, etc.). - -### Social Media Promotion Strategy - -#### Platform-Specific Posts -- **Twitter:** - - Short, engaging tweets with stats about collaboration and productivity gains. - - Use relevant hashtags like #Collaboration #TechSolutions #SpreadSheetSwarm. - -- **LinkedIn:** - - Share a detailed post about the benefits of SpreadSheet Swarm for businesses. - - Include the infographic on benefits and a link to a demo video. - -- **Instagram:** - - Create visually appealing stories using snippets from the infographics. - - Use carousel posts to highlight each benefit with a corresponding visual. - -- **Facebook:** - - Post a video tutorial showcasing how to use SpreadSheet Swarm. - - Encourage users to share their experiences with a call-to-action. - -#### Engagement Strategies -- **Polls and Questions:** Ask followers how they collaborate on spreadsheets and what features they value most. -- **User Testimonials:** Share quotes and experiences from users who have benefited from SpreadSheet Swarm. -- **Webinars:** Host live sessions demonstrating the features and benefits, allowing users to ask questions in real-time. - -### Call to Action -- Encourage users to try SpreadSheet Swarm today and experience the future of collaborative work! Include links to sign up, demo videos, and customer testimonials to build trust and drive engagement. - -By combining informative infographics with engaging social media content, you can effectively promote the SpreadSheet Swarm feature and attract tech-savvy users interested in innovative solutions.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,TikTok Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### TikTok Video Ideas for Promoting the SpreadSheet Swarm Feature - ---- - -**Video Idea 1: ""The Spreadsheet Showdown""** - -**Concept:** A fun, competitive challenge where two teams race to complete a project using traditional spreadsheets vs. SpreadSheet Swarm. - -**Script:** -- **[Opening Scene]**: Split screen of two teams. One team is struggling with a messy spreadsheet, while the other team is using SpreadSheet Swarm. -- **[Voiceover]**: “Who will finish first? The old way or the new way?” -- **[Cut to Team 1]**: Frantically typing, scrolling, and making mistakes. -- **[Cut to Team 2]**: Smoothly collaborating in real-time, showcasing features like live updates and easy sharing. -- **[Closing Scene]**: Team 2 finishes first, celebrating. -- **[Text Overlay]**: “Why struggle? Join the Swarm! 🐝✨ #SpreadSheetSwarm #TeamWork” - ---- - -**Video Idea 2: ""A Day in the Life with SpreadSheet Swarm""** - -**Concept:** A relatable day-in-the-life video showing how SpreadSheet Swarm makes work easier. - -**Script:** -- **[Opening Scene]**: A person waking up, checking their emails, and seeing a chaotic spreadsheet. -- **[Voiceover]**: “Ever feel overwhelmed by spreadsheets? Let’s change that!” -- **[Montage of Scenes]**: - - Morning coffee while using SpreadSheet Swarm on a laptop. - - Collaborating with colleagues on a video call, editing the same spreadsheet. - - Getting instant notifications of updates on their phone. -- **[Closing Scene]**: Relaxing at the end of the day, saying, “Thanks to SpreadSheet Swarm, I can finally breathe!” -- **[Text Overlay]**: “Make your work life easier! #SpreadSheetSwarm #WorkSmart” - ---- - -**Video Idea 3: ""Before and After: The SpreadSheet Swarm Transformation""** - -**Concept:** A dramatic transformation showcasing the difference between traditional spreadsheets and SpreadSheet Swarm. - -**Script:** -- **[Opening Scene]**: Dark, cluttered office with a person looking stressed at a messy spreadsheet. -- **[Voiceover]**: “Before SpreadSheet Swarm…” -- **[Cut to]**: The person sighs, surrounded by papers and confusion. -- **[Transition Scene]**: A magical transformation with sparkles. -- **[Cut to]**: Bright, organized workspace with the same person smiling, using SpreadSheet Swarm. -- **[Voiceover]**: “After SpreadSheet Swarm, everything is organized, and collaboration is a breeze!” -- **[Text Overlay]**: “Transform your workflow! #SpreadSheetSwarm #Productivity” - ---- - -**Video Idea 4: ""SpreadSheet Swarm Hacks""** - -**Concept:** Quick tips and hacks on how to maximize the use of SpreadSheet Swarm. - -**Script:** -- **[Opening Scene]**: Energetic music with a person excitedly introducing the hacks. -- **[Voiceover]**: “Want to be a spreadsheet pro? Here are 3 hacks using SpreadSheet Swarm!” -- **[Tip 1]**: “Use real-time collaboration to get instant feedback!” (Show a split screen of two users editing simultaneously.) -- **[Tip 2]**: “Organize your data with tags for easy searching!” (Show how to tag items.) -- **[Tip 3]**: “Set alerts for updates so you never miss a thing!” (Show a notification popping up.) -- **[Closing Scene]**: “Try these hacks and watch your productivity soar! #SpreadSheetSwarm #LifeHacks” - ---- - -### General Tips for TikTok Videos: -- **Use Trending Sounds**: Incorporate popular music or sounds to increase engagement. -- **Keep it Short**: Aim for 15-30 seconds to maintain viewer attention. -- **Add Captions**: Ensure accessibility and cater to viewers watching without sound. -- **Engage with Questions**: Encourage viewers to comment with their spreadsheet struggles or tips. - -By using these creative storytelling techniques and trends, you can effectively highlight the benefits of the SpreadSheet Swarm feature while capturing the audience's attention on TikTok!",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Snapchat Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Snapchat Campaign for SpreadSheet Swarm Feature - -#### Overview -The Snapchat campaign will leverage interactive elements like filters, lenses, and stories to engage users, showcasing the unique capabilities of the SpreadSheet Swarm feature. This approach will create excitement and encourage sharing among users, driving awareness and encouraging them to use the new feature. - ---- - -### 1. **Interactive Filters and Lenses** - -**A. Swarm Visualization Lens** -- **Description**: Users can activate a lens that overlays a fun, animated ""swarm"" of colorful data points around them, representing the power of collaborative spreadsheets. -- **Interaction**: Users can move their device to see the data swarm rotate around them, creating a 3D effect that simulates real-time collaboration. They can tap the screen to change the data points into fun emojis or icons representing different data types (e.g., charts, graphs, icons). -- **Call to Action**: ""Join the SpreadSheet Swarm! Swipe up to learn how!"" - -**B. Spreadsheet Filter** -- **Description**: A filter that overlays a spreadsheet-style grid over the user's environment, filling their background with data cells and formulas. -- **Interaction**: Components of the filter can be clicked on, making them 'editable' or 'colorful', emphasizing the customization aspect of the feature. -- **Call to Action**: “Ready to collaborate? Create with your squad!” - ---- - -### 2. **Engaging Stories** - -**A. Behind-the-Scenes Story** -- **Content**: A series of short clips featuring the development team talking about the inspiration and functionality of SpreadSheet Swarm. Animated graphics show how users can work together on spreadsheets seamlessly. -- **Engagement**: Use polls and questions like “Have you ever wished to collaborate live on a spreadsheet?” to encourage audience interaction. -- **Duration**: 24-hour window to create urgency. - -**B. User Challenge Story** -- **Content**: Encourage users to share their own spreadsheets and how they would use SpreadSheet Swarm. Invite them to submit videos of their most creative or unusual spreadsheets with the hashtag #SwarmChallenge. -- **Engagement**: Feature user submissions in a follow-up story, showcasing the creative ways people utilize the feature. Offer rewards for the most creative entries (e.g., gift cards, free premium features). -- **Use Case Examples**: Show quick clips of different people using the feature for work, school projects, and collaborative brainstorming. - ---- - -### 3. **Snap Ads** - -**A. Catchy Ad Clips** -- **Content**: Short, dynamic ads featuring users engaging with the SpreadSheet Swarm feature. Use vibrant visuals of the swarm and the spreadsheet interface in action. -- **Message**: “Why work alone? Join the SpreadSheet Swarm and collaborate like never before! Tap to get started!” -- **Frequency**: Consider running these ads multiple times during peak hours to capture a wider audience. - ---- - -### 4. **Exclusive Live Demo via Snap Map** - -**A. Live Demo Event** -- **Description**: A live event on Snapchat showcasing the SpreadSheet Swarm capabilities, where users can join, learn, and interact in real-time. -- **Engagement**: Allow users to ask questions and see live demonstrations of how to use the feature. Incorporate game-like elements, such as quizzes and rewards for participation. -- **Location Tag**: Use Snap Map to create a visual representation of users joining from different locations, showcasing the global reach of the Swarm feature. - ---- - -### 5. **Post-Campaign Engagement** - -**A. Follow-Up Stories** -- **Content**: Share statistics from the campaign, like the number of collaborations that occurred using SpreadSheet Swarm, and real user testimonials. -- **Engagement**: Encourage continued use with tips and tricks for maximizing productivity with the feature. Use inspiring quotes from users about their favorite collaboration moments. - -### Conclusion - -By leveraging interactive filters, engaging stories, and a community-driven approach, the Snapchat campaign for the SpreadSheet Swarm feature will not only promote its functionality but also create a vibrant community of users eager to collaborate and share their experiences.",2024-09-03T20:19:59.419092 -2e2ca6b3-4611-41bf-9f90-b7d2b50a1f23,Quora Marketing Agent,"Promote the SpreadSheet Swarm feature across various social media platforms, emphasizing its capabilities and benefits.","### Answer on Quora about the SpreadSheet Swarm Feature - -**Question:** What is the SpreadSheet Swarm feature and how can it enhance productivity in collaborative work? - -**Answer:** - -The SpreadSheet Swarm feature is an innovative tool designed to enhance collaboration and productivity when working with spreadsheets. It allows multiple users to interact with a spreadsheet simultaneously, enabling real-time data entry, editing, and analysis. This feature is particularly beneficial for teams that need to work together on complex data sets or reports, as it minimizes the delay often associated with traditional spreadsheet software where only one user can edit at a time. - -#### Key Benefits of the SpreadSheet Swarm Feature: - -1. **Real-Time Collaboration:** Multiple team members can work on the same spreadsheet at the same time. Changes made by one user are instantly visible to others, which helps maintain a smooth workflow and reduces the chances of version conflicts. - -2. **Enhanced Communication:** Integrated chat and comment functionalities allow users to discuss specific data points or formulas directly within the spreadsheet. This keeps all relevant conversations in context, making it easier to track decisions and feedback. - -3. **Version Control:** The SpreadSheet Swarm feature often includes built-in version history, allowing users to view and revert to previous versions of the document if needed. This is crucial for maintaining data integrity and accountability. - -4. **Task Assignment:** Users can assign tasks related to specific cells or ranges within the spreadsheet, ensuring that everyone knows their responsibilities and deadlines. - -5. **Customizable Views:** Different team members can customize their view of the spreadsheet, focusing on the data that is most relevant to their tasks without altering the main view for others. - -6. **Integration with Other Tools:** The feature often integrates seamlessly with other productivity tools, such as project management software or data visualization tools. This interoperability can streamline workflows and enhance overall productivity. - -For more detailed information about the SpreadSheet Swarm feature, including its technical specifications and user guides, you can refer to the official documentation [here](#). - -In summary, the SpreadSheet Swarm feature is a powerful addition to any team’s toolkit, especially for those who rely heavily on data analysis and collaborative projects. By leveraging its capabilities, teams can significantly improve their efficiency and effectiveness in managing spreadsheet-based tasks. - ---- - -### Promotion on Social Media for SpreadSheet Swarm Feature - -🚀 **Unleash the Power of Collaboration with SpreadSheet Swarm!** 🚀 - -Are you tired of the limitations of traditional spreadsheets? Say hello to **SpreadSheet Swarm**, the ultimate solution for real-time collaboration! - -✨ **Key Features:** -- **Collaborate in Real-Time:** Work together with your team, no more waiting for others to finish! -- **Integrated Communication:** Discuss data points and strategies right within the spreadsheet. -- **Version Control:** Never lose your work with built-in version history. -- **Task Management:** Assign tasks and keep everyone on track effortlessly. -- **Custom Views:** Tailor your spreadsheet experience to fit your needs. - -Transform your productivity and teamwork with **SpreadSheet Swarm** today! 📊✨ - -👉 Learn more about how it can elevate your projects: [Link to Documentation](#) - -#Productivity #Collaboration #TechTools #SpreadSheetSwarm #Teamwork #DataManagement",2024-09-03T20:19:59.419092 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:22:55.649744_run_id_4e1e898b0d40478f822f08e0c6b2aa4d 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:22:55.649744_run_id_4e1e898b0d40478f822f08e0c6b2aa4d 2.csv deleted file mode 100644 index 86e2a5a85..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:22:55.649744_run_id_4e1e898b0d40478f822f08e0c6b2aa4d 2.csv +++ /dev/null @@ -1,126 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -72d4bb00-a136-4370-87ca-120e214a904f,Social Media Content Creator Agent,"Create and publish a series of social media posts to promote GPTuesday, ensuring each post includes engaging captions, relevant hashtags, and images, with the goal of attracting AI enthusiasts to the event.","**Post 1:** -🌟 Ready to dive into the world of AI? Join us for #GPTuesday in Miami! 🚀 Connect with like-minded enthusiasts, share ideas, and explore the latest in artificial intelligence. Don’t miss out on this incredible opportunity! RSVP now: https://lu.ma/GPTuesdays #AI #Miami #AIGathering - -**Image Suggestion:** A vibrant graphic featuring Miami's skyline with AI-themed icons. - ---- - -**Post 2:** -🤖 Calling all #AI lovers! It's time to gather at #GPTuesday! Join us for an evening filled with innovation, networking, and inspiring discussions. Let’s shape the future together! 🌐 Secure your spot today: https://lu.ma/GPTuesdays #Miami #AIGathering - -**Image Suggestion:** A lively photo of a previous event with people engaging and networking. - ---- - -**Post 3:** -✨ Get ready for an electrifying night at #GPTuesday! 🌟 Whether you're a seasoned pro or just curious about AI, this is the place to be! Meet fellow enthusiasts, share your passion, and learn something new! RSVP here: https://lu.ma/GPTuesdays #AI #Miami #AIGathering - -**Image Suggestion:** An eye-catching graphic with event details and a countdown timer. - ---- - -**Post 4:** -🌍 Join the #AI revolution at #GPTuesday in Miami! Connect, collaborate, and create with fellow innovators. Let’s unlock the potential of artificial intelligence together! 🎉 Don’t wait—RSVP now: https://lu.ma/GPTuesdays #Miami #AIGathering - -**Image Suggestion:** A collage of AI-related images and quotes from industry leaders. - ---- - -**Post 5:** -🎉 It’s almost time for #GPTuesday! Are you ready to network with the brightest minds in #AI? 🌟 Join us for an unforgettable evening of insights, discussions, and fun! Reserve your spot today: https://lu.ma/GPTuesdays #Miami #AIGathering - -**Image Suggestion:** A fun, animated GIF inviting people to join the event. - ---- - -Feel free to mix and match elements from these posts to create a dynamic social media campaign!",2024-09-03T20:22:55.649744 -72d4bb00-a136-4370-87ca-120e214a904f,Graphic Design Agent,"Create and publish a series of social media posts to promote GPTuesday, ensuring each post includes engaging captions, relevant hashtags, and images, with the goal of attracting AI enthusiasts to the event.","### Social Media Post Series for GPTuesday - -#### Post 1: Miami Kickoff -**Image Concept:** A vibrant, futuristic cityscape of Miami with neon lights and AI-themed graphics, featuring a large, bold text overlay that says ""GPTuesday in Miami!"" The event link is prominently displayed at the bottom. - -**Caption:** 🌟 Get ready, Miami! 🌟 Join us for GPTuesday, where AI enthusiasts come together to explore the future of technology! Don’t miss out on insightful discussions, networking, and fun! 🚀 -📅 Date: [Insert Date] -📍 Location: [Insert Venue] -🔗 RSVP here: [https://lu.ma/GPTuesdays] -#GPTuesday #MiamiEvents #AICommunity #TechTalks #Innovation - ---- - -#### Post 2: Engaging AI Discussions -**Image Concept:** A close-up of diverse people engaged in a lively discussion, with AI-themed graphics in the background. The text overlay reads ""Join the Conversation!"" and the event link is clearly visible. - -**Caption:** 🤖💬 Dive into the world of AI at GPTuesday! Engage in thought-provoking discussions and connect with like-minded individuals. Your voice matters in shaping the future of technology! -🔗 RSVP now: [https://lu.ma/GPTuesdays] -#GPTuesday #AI #Networking #TechCommunity #FutureOfTech - ---- - -#### Post 3: Expert Speakers -**Image Concept:** A dynamic graphic featuring silhouettes of speakers with a colorful backdrop of AI elements. The text overlay highlights ""Expert Speakers & Insights!"" with the event link at the bottom. - -**Caption:** 🎤✨ Meet our lineup of expert speakers at GPTuesday! Gain insights from industry leaders and expand your knowledge on the latest AI trends. Be part of the conversation! -🔗 Secure your spot: [https://lu.ma/GPTuesdays] -#GPTuesday #ExpertSpeakers #AIInsights #TechEvents #LearnAndGrow - ---- - -#### Post 4: Networking Opportunities -**Image Concept:** A vibrant networking scene with people exchanging ideas, set against a backdrop of digital graphics. The text overlay states ""Network with AI Enthusiasts!"" with the event link prominently displayed. - -**Caption:** 🤝🌐 Expand your network at GPTuesday! Connect with fellow AI enthusiasts, share ideas, and collaborate on exciting projects. Let’s build the future together! -🔗 Join us: [https://lu.ma/GPTuesdays] -#GPTuesday #Networking #AIEnthusiasts #Collaboration #TechNetworking - ---- - -#### Post 5: Fun & Community -**Image Concept:** A lively group of people enjoying the event, with colorful balloons and AI-themed decorations. The text overlay reads ""Join the Fun!"" and the event link is clearly visible. - -**Caption:** 🎉🎈 Join us for a fun-filled GPTuesday! Meet new friends, enjoy engaging activities, and immerse yourself in the vibrant AI community. Don’t miss out! -🔗 RSVP here: [https://lu.ma/GPTuesdays] -#GPTuesday #Community #FunEvents #AI #TechFun - ---- - -### Additional Notes: -- Ensure all images are high-resolution and optimized for social media platforms. -- Use a consistent color palette and font style across all posts to maintain brand identity. -- Engage with comments and shares to foster community interaction and excitement leading up to the event.",2024-09-03T20:22:55.649744 -72d4bb00-a136-4370-87ca-120e214a904f,Social Media Scheduling Agent,"Create and publish a series of social media posts to promote GPTuesday, ensuring each post includes engaging captions, relevant hashtags, and images, with the goal of attracting AI enthusiasts to the event.","Sure! Here's a plan for scheduling and publishing social media posts to promote GPTuesday: - -### Post Schedule - -**1. Twitter Post** -- **Caption:** ""🚀 It's #GPTuesday! Join us for an exciting journey into the world of AI. Let's explore the latest advancements together! 💡🤖 #AI #MachineLearning #TechCommunity"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 3 PM EST - -**2. Instagram Post** -- **Caption:** ""🌟 Happy #GPTuesday! Dive into the fascinating realm of AI with us. Don't miss out on the insights and discussions! 🧠✨ #AIEnthusiasts #Innovation"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 12 PM EST - -**3. Facebook Post** -- **Caption:** ""🎉 It's #GPTuesday! Join our community of AI enthusiasts as we uncover the latest trends and share knowledge. Be part of the conversation! #ArtificialIntelligence #TechTalk"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 1 PM EST - -**4. LinkedIn Post** -- **Caption:** ""🔍 Discover the future of AI this #GPTuesday! Connect with industry leaders and fellow enthusiasts to share insights and ideas. Let's innovate together! #AI #Networking"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 11 AM EST - -### Next Steps -1. **Coordinate with Content Creator and Graphic Designer:** - - Ensure the captions and images are finalized. - - Confirm all images are formatted correctly for each platform. - -2. **Schedule Posts:** - - Use a social media management tool (like Buffer or Hootsuite) to schedule the posts at the specified times. - -3. **Report Back:** - - After publishing, I will gather the links to all the posts and provide them here. - -Let me know if there are any changes or additional posts you'd like to include!",2024-09-03T20:22:55.649744 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:22:55.649744_run_id_4e1e898b0d40478f822f08e0c6b2aa4d.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:22:55.649744_run_id_4e1e898b0d40478f822f08e0c6b2aa4d.csv deleted file mode 100644 index 86e2a5a85..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:22:55.649744_run_id_4e1e898b0d40478f822f08e0c6b2aa4d.csv +++ /dev/null @@ -1,126 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -72d4bb00-a136-4370-87ca-120e214a904f,Social Media Content Creator Agent,"Create and publish a series of social media posts to promote GPTuesday, ensuring each post includes engaging captions, relevant hashtags, and images, with the goal of attracting AI enthusiasts to the event.","**Post 1:** -🌟 Ready to dive into the world of AI? Join us for #GPTuesday in Miami! 🚀 Connect with like-minded enthusiasts, share ideas, and explore the latest in artificial intelligence. Don’t miss out on this incredible opportunity! RSVP now: https://lu.ma/GPTuesdays #AI #Miami #AIGathering - -**Image Suggestion:** A vibrant graphic featuring Miami's skyline with AI-themed icons. - ---- - -**Post 2:** -🤖 Calling all #AI lovers! It's time to gather at #GPTuesday! Join us for an evening filled with innovation, networking, and inspiring discussions. Let’s shape the future together! 🌐 Secure your spot today: https://lu.ma/GPTuesdays #Miami #AIGathering - -**Image Suggestion:** A lively photo of a previous event with people engaging and networking. - ---- - -**Post 3:** -✨ Get ready for an electrifying night at #GPTuesday! 🌟 Whether you're a seasoned pro or just curious about AI, this is the place to be! Meet fellow enthusiasts, share your passion, and learn something new! RSVP here: https://lu.ma/GPTuesdays #AI #Miami #AIGathering - -**Image Suggestion:** An eye-catching graphic with event details and a countdown timer. - ---- - -**Post 4:** -🌍 Join the #AI revolution at #GPTuesday in Miami! Connect, collaborate, and create with fellow innovators. Let’s unlock the potential of artificial intelligence together! 🎉 Don’t wait—RSVP now: https://lu.ma/GPTuesdays #Miami #AIGathering - -**Image Suggestion:** A collage of AI-related images and quotes from industry leaders. - ---- - -**Post 5:** -🎉 It’s almost time for #GPTuesday! Are you ready to network with the brightest minds in #AI? 🌟 Join us for an unforgettable evening of insights, discussions, and fun! Reserve your spot today: https://lu.ma/GPTuesdays #Miami #AIGathering - -**Image Suggestion:** A fun, animated GIF inviting people to join the event. - ---- - -Feel free to mix and match elements from these posts to create a dynamic social media campaign!",2024-09-03T20:22:55.649744 -72d4bb00-a136-4370-87ca-120e214a904f,Graphic Design Agent,"Create and publish a series of social media posts to promote GPTuesday, ensuring each post includes engaging captions, relevant hashtags, and images, with the goal of attracting AI enthusiasts to the event.","### Social Media Post Series for GPTuesday - -#### Post 1: Miami Kickoff -**Image Concept:** A vibrant, futuristic cityscape of Miami with neon lights and AI-themed graphics, featuring a large, bold text overlay that says ""GPTuesday in Miami!"" The event link is prominently displayed at the bottom. - -**Caption:** 🌟 Get ready, Miami! 🌟 Join us for GPTuesday, where AI enthusiasts come together to explore the future of technology! Don’t miss out on insightful discussions, networking, and fun! 🚀 -📅 Date: [Insert Date] -📍 Location: [Insert Venue] -🔗 RSVP here: [https://lu.ma/GPTuesdays] -#GPTuesday #MiamiEvents #AICommunity #TechTalks #Innovation - ---- - -#### Post 2: Engaging AI Discussions -**Image Concept:** A close-up of diverse people engaged in a lively discussion, with AI-themed graphics in the background. The text overlay reads ""Join the Conversation!"" and the event link is clearly visible. - -**Caption:** 🤖💬 Dive into the world of AI at GPTuesday! Engage in thought-provoking discussions and connect with like-minded individuals. Your voice matters in shaping the future of technology! -🔗 RSVP now: [https://lu.ma/GPTuesdays] -#GPTuesday #AI #Networking #TechCommunity #FutureOfTech - ---- - -#### Post 3: Expert Speakers -**Image Concept:** A dynamic graphic featuring silhouettes of speakers with a colorful backdrop of AI elements. The text overlay highlights ""Expert Speakers & Insights!"" with the event link at the bottom. - -**Caption:** 🎤✨ Meet our lineup of expert speakers at GPTuesday! Gain insights from industry leaders and expand your knowledge on the latest AI trends. Be part of the conversation! -🔗 Secure your spot: [https://lu.ma/GPTuesdays] -#GPTuesday #ExpertSpeakers #AIInsights #TechEvents #LearnAndGrow - ---- - -#### Post 4: Networking Opportunities -**Image Concept:** A vibrant networking scene with people exchanging ideas, set against a backdrop of digital graphics. The text overlay states ""Network with AI Enthusiasts!"" with the event link prominently displayed. - -**Caption:** 🤝🌐 Expand your network at GPTuesday! Connect with fellow AI enthusiasts, share ideas, and collaborate on exciting projects. Let’s build the future together! -🔗 Join us: [https://lu.ma/GPTuesdays] -#GPTuesday #Networking #AIEnthusiasts #Collaboration #TechNetworking - ---- - -#### Post 5: Fun & Community -**Image Concept:** A lively group of people enjoying the event, with colorful balloons and AI-themed decorations. The text overlay reads ""Join the Fun!"" and the event link is clearly visible. - -**Caption:** 🎉🎈 Join us for a fun-filled GPTuesday! Meet new friends, enjoy engaging activities, and immerse yourself in the vibrant AI community. Don’t miss out! -🔗 RSVP here: [https://lu.ma/GPTuesdays] -#GPTuesday #Community #FunEvents #AI #TechFun - ---- - -### Additional Notes: -- Ensure all images are high-resolution and optimized for social media platforms. -- Use a consistent color palette and font style across all posts to maintain brand identity. -- Engage with comments and shares to foster community interaction and excitement leading up to the event.",2024-09-03T20:22:55.649744 -72d4bb00-a136-4370-87ca-120e214a904f,Social Media Scheduling Agent,"Create and publish a series of social media posts to promote GPTuesday, ensuring each post includes engaging captions, relevant hashtags, and images, with the goal of attracting AI enthusiasts to the event.","Sure! Here's a plan for scheduling and publishing social media posts to promote GPTuesday: - -### Post Schedule - -**1. Twitter Post** -- **Caption:** ""🚀 It's #GPTuesday! Join us for an exciting journey into the world of AI. Let's explore the latest advancements together! 💡🤖 #AI #MachineLearning #TechCommunity"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 3 PM EST - -**2. Instagram Post** -- **Caption:** ""🌟 Happy #GPTuesday! Dive into the fascinating realm of AI with us. Don't miss out on the insights and discussions! 🧠✨ #AIEnthusiasts #Innovation"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 12 PM EST - -**3. Facebook Post** -- **Caption:** ""🎉 It's #GPTuesday! Join our community of AI enthusiasts as we uncover the latest trends and share knowledge. Be part of the conversation! #ArtificialIntelligence #TechTalk"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 1 PM EST - -**4. LinkedIn Post** -- **Caption:** ""🔍 Discover the future of AI this #GPTuesday! Connect with industry leaders and fellow enthusiasts to share insights and ideas. Let's innovate together! #AI #Networking"" -- **Image:** [Image provided by graphic designer] -- **Scheduled Time:** 11 AM EST - -### Next Steps -1. **Coordinate with Content Creator and Graphic Designer:** - - Ensure the captions and images are finalized. - - Confirm all images are formatted correctly for each platform. - -2. **Schedule Posts:** - - Use a social media management tool (like Buffer or Hootsuite) to schedule the posts at the specified times. - -3. **Report Back:** - - After publishing, I will gather the links to all the posts and provide them here. - -Let me know if there are any changes or additional posts you'd like to include!",2024-09-03T20:22:55.649744 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:35:07.608483_run_id_a2ca4968a2254231b5145adcbbaf8078 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:35:07.608483_run_id_a2ca4968a2254231b5145adcbbaf8078 2.csv deleted file mode 100644 index 1fe8e961e..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:35:07.608483_run_id_a2ca4968a2254231b5145adcbbaf8078 2.csv +++ /dev/null @@ -1,864 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -86db3a4b-ae21-4402-9007-649120932da5,Business Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### Executive Summary -The new swarm management tool aims to facilitate the orchestration and management of multiple agents operating in a swarm. This tool has potential applications in various industries, such as robotics, logistics, agriculture, and smart cities. The strategy outlined below identifies potential competitors, market needs, target segments, pricing models, and partnership opportunities. - ---- - -### Market Landscape Analysis - -#### 1. Competitive Landscape -- **Key Competitors:** - - **Swarm Intelligence Frameworks:** These include tools like **OpenAI Gym** for reinforcement learning, which can be adapted for swarm algorithms. - - **Robotics Platforms:** Companies like **Robot Operating System (ROS)**, which provide frameworks to manage robotic swarms. - - **Simulation Software:** Tools like **NetLogo** and **AnyLogic** that allow users to simulate swarm behavior and manage agents. - -- **Indirect Competitors:** - - **Cloud-Based Solutions:** Platforms offering similar functionalities under the guise of IoT orchestration, such as **AWS IoT Greengrass**. - - **Custom Development:** Companies that create tailored software solutions for specific swarm applications. - -#### 2. Market Needs -- **Scalable Agent Management:** As swarms grow, managing and orchestrating them effectively becomes more complex. -- **Real-Time Data Processing:** Demand for tools that can process data and make decisions on-the-fly to adapt to changing conditions. -- **User-Friendly Interfaces:** Simplified dashboards for monitoring and controlling swarms without requiring extensive programming knowledge. -- **Integration Capabilities:** The ability to easily integrate with existing systems and platforms is crucial for adoption. - -#### 3. Key Market Trends -- **Growth in Autonomous Systems:** Increasing investment in autonomous vehicles, drones, and smart robotics drives demand for swarm management tools. -- **IoT Expansion:** The proliferation of IoT devices necessitates robust management solutions for connected agents operating in swarms. -- **Artificial Intelligence Integration:** AI is increasingly applied in swarm behaviors, including machine learning algorithms that improve performance over time. - ---- - -### Target Market Segments - -1. **Robotics Companies:** Organizations developing drones, autonomous vehicles, or robotic swarms. -2. **Logistics and Supply Chain Management:** Companies looking to optimize warehouse operations and delivery systems with swarm technology. -3. **Smart Agriculture:** Businesses deploying swarms of drones for crop monitoring and management. -4. **Urban Planning and Smart Cities:** Municipalities and planners interested in managing swarms of sensors for traffic, pollution, and resource management. - ---- - -### Pricing Model - -1. **Freemium Model:** - - Basic features available for free with limited agent capacity. - - Paid tiers based on the number of agents and advanced features (e.g., real-time analytics, custom integrations). - -2. **Subscription-Based Pricing:** - - Monthly or annual subscription fees based on usage. - - Different tiers to cater to small businesses, startups, and enterprise-level organizations. - -3. **Custom Licensing:** - - Tailored pricing for large organizations requiring extensive customization and support. - ---- - -### Strategic Partnerships - -1. **Academic Institutions:** Collaborate with universities for research and development, leveraging their expertise in swarm intelligence and robotics. -2. **Industry Associations:** Partner with organizations like the **Robotic Industries Association (RIA)** to gain credibility and access to a wider audience. -3. **Cloud Service Providers:** Collaborate with providers like **AWS**, **Azure**, or **Google Cloud** for hosting and scalability, ensuring seamless integration with cloud infrastructure. -4. **Hardware Manufacturers:** Partner with companies providing drones or robots to package the swarm management tool as part of their offerings. - ---- - -### Marketing and Sales Strategy - -1. **Content Marketing:** Create informative content (blogs, whitepapers, case studies) that showcases the benefits and applications of the swarm management tool. -2. **Webinars and Workshops:** Host sessions to demonstrate the product's capabilities and educate potential users on swarm management. -3. **Trade Shows and Conferences:** Attend industry events to network, demonstrate the tool, and gather feedback from potential users. -4. **Direct Sales Outreach:** Develop a targeted outreach strategy to key companies in the identified market segments, focusing on solution selling based on specific needs. - ---- - -### Conclusion - -By strategically analyzing the competitive landscape, understanding market needs, and identifying target segments, Swarms Corp can effectively launch its new swarm management tool. The adoption of a flexible pricing model and the establishment of strong partnerships will further enhance market penetration and growth. With a clear go-to-market strategy, Swarms Corp is well-positioned to become a leader in the swarm management space.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Marketing Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -**1. Brand Positioning Statement** - -**Target Audience:** Tech-savvy developers, project managers, and operations teams in industries such as robotics, AI, and distributed systems who need an efficient way to manage multiple agents in a swarm. - -**Brand Positioning Statement:** -“SwarmMaster is the cutting-edge swarm management tool that empowers teams to orchestrate and optimize agent operations with unparalleled efficiency. Designed for developers and project managers, our solution simplifies complex swarm coordination, enabling innovation and reliability in distributed environments.” - ---- - -**2. Messaging Framework** - -- **Core Message:** “Orchestrate your swarm effortlessly with SwarmMaster – the ultimate tool for managing and optimizing multiple agents.” - -- **Supporting Messages:** - - **Efficiency:** “Reduce operational complexities and enhance productivity with our intuitive interface.” - - **Scalability:** “Easily scale your swarm management efforts without compromising performance.” - - **Integration:** “Seamlessly integrate with your existing tools and workflows.” - - **Community-Driven:** “Join an active community of developers sharing insights, best practices, and support.” - ---- - -**3. Promotional Strategies** - -#### Digital Marketing Campaign - -**Campaign Name:** “Master Your Swarm” - -**Objectives:** -- Increase awareness of SwarmMaster in the developer and project management communities. -- Drive traffic to the GitHub repository and increase downloads. -- Build a community around the product for user feedback and support. - -**Key Components:** - -- **Social Media Advertising:** Utilize LinkedIn and Twitter to target developers and tech professionals. Create ads highlighting user testimonials and success stories. -- **Influencer Partnerships:** Collaborate with industry influencers in AI and robotics to demo the product and share their experiences. -- **Webinars:** Host live demonstrations and Q&A sessions showcasing the capabilities of SwarmMaster. Encourage sign-ups through social media and email marketing. -- **Email Campaigns:** Develop a series of targeted email campaigns for subscribers, offering tips, updates, and exclusive previews of new features. - ---- - -**4. Content Marketing Tactics** - -#### Content Themes for Blog Posts and Social Media - -1. **Educational Content:** - - “What is Swarm Management? An Introduction to Orchestrating Multiple Agents” - - “Best Practices for Managing Swarm-Based Systems” - - “How to Optimize Agent Performance in a Swarm Environment” - -2. **Use Cases:** - - “Case Study: Enhancing Robotics Performance with SwarmMaster” - - “Real-World Applications of Swarm Management in Various Industries” - -3. **Technical Guides:** - - “Getting Started with SwarmMaster: A Step-by-Step Guide” - - “Integrating SwarmMaster with Your Existing Development Stack” - - “Advanced Features of SwarmMaster: Tips and Tricks for Power Users” - -4. **Community Engagement:** - - “Meet the Developers: Insights from Our SwarmMaster Team” - - “User Testimonials: How SwarmMaster Transformed Our Workflow” - - “Join the Conversation: Share Your SwarmMaster Success Stories” - ---- - -**5. Key Performance Indicators (KPIs)** - -- **Website Traffic:** Monitor the increase in visitors to the GitHub repository and the product landing page. -- **Engagement Metrics:** Track social media interactions, comments, shares, and likes. -- **User Acquisition:** Measure the number of downloads and installations of the SwarmMaster tool. -- **Community Growth:** Assess the growth of user community and engagement within forums and social media groups. - ---- - -### Conclusion - -This go-to-market strategy for SwarmMaster focuses on effectively positioning the product, delivering clear and compelling messaging, and utilizing a mix of digital marketing and content marketing tactics. By fostering a community around the product and engaging potential users through targeted campaigns, we aim to ensure a successful launch and sustained growth.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Sales Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for the Swarm Management Tool - -#### Overview -The Swarm Management Tool is designed to help users orchestrate and manage multiple agents in a swarm, providing enhanced coordination, efficiency, and scalability. The launch strategy focuses on raising awareness, driving adoption, and establishing a loyal user base. - -### 1. Market Analysis -- **Target Market**: - - **Industries**: Robotics, AI, IoT, logistics, agricultural tech, and any sector utilizing autonomous agents. - - **User Personas**: - - Developers and engineers interested in swarm technology. - - Project managers looking for efficiency in multi-agent systems. - - Researchers in AI and robotics. - -- **Market Trends**: Increased interest in automation and the use of swarm intelligence in various applications. - -### 2. Sales Channels -- **Direct Sales**: - - Online sales through the product website. - - Targeted outreach to tech companies utilizing swarm technology. - -- **Partnerships**: - - Collaborate with robotics and AI companies to integrate the tool into their offerings. - - Partner with educational institutions for research projects and curriculum integration. - -- **Online Marketplaces**: - - List the tool on platforms like GitHub Marketplace, AWS Marketplace, and other software distribution platforms. - -- **Community Engagement**: - - Leverage developer communities on platforms like Reddit, Stack Overflow, and Discord. - -### 3. Customer Acquisition Strategies -- **Content Marketing**: - - Create high-quality content (blogs, videos, case studies) demonstrating the tool’s capabilities and use cases. - - Publish white papers on the benefits of swarm intelligence. - -- **Webinars & Workshops**: - - Host informative sessions showcasing how to use the tool, with live demos and Q&A sessions. - -- **Influencer Engagement**: - - Collaborate with industry influencers and thought leaders to review and endorse the product. - -- **Email Marketing**: - - Develop targeted email campaigns to reach developers and project managers in the relevant industries. - -- **Trial and Freemium Model**: - - Offer a free trial or a freemium model to encourage users to test the product before purchasing. - -### 4. Sales Funnel -1. **Awareness**: - - Use content marketing, social media, and community engagement to increase visibility. -2. **Interest**: - - Engage potential customers through webinars, workshops, and targeted ads. -3. **Consideration**: - - Provide case studies and testimonials to build credibility. - - Offer a free trial to allow users to test the product. -4. **Intent**: - - Use email marketing to nurture leads and provide additional resources. -5. **Evaluation**: - - Offer personalized demos to address specific needs and concerns of potential customers. -6. **Purchase**: - - Simplify the purchasing process on the website and provide clear pricing options. -7. **Post-Purchase**: - - Implement onboarding processes and customer support to ensure user satisfaction and retention. - -### 5. Sales Pitch -**Sales Pitch Outline**: -- **Introduction**: - - “Are you struggling to manage multiple agents in a swarm? Discover our Swarm Management Tool, a revolutionary solution designed to streamline your operations.” - -- **Problem Statement**: - - “As industries move towards automation, managing multiple agents efficiently can be a challenge. Coordinating their actions and ensuring seamless communication is crucial for success.” - -- **Solution**: - - “Our Swarm Management Tool provides an intuitive interface to orchestrate and manage your agents, allowing you to optimize performance and scalability effortlessly.” - -- **Benefits**: - - **Efficiency**: Reduce time spent on manual coordination, leading to faster project completions. - - **Scalability**: Easily scale your operations as your needs grow without losing control. - - **Integration**: Compatible with existing systems, making it easy to incorporate into your current workflow. - - **Community-Driven**: Built on open-source principles, encouraging collaboration and innovation. - -- **Call to Action**: - - “Join our community today! Start your free trial and transform how you manage your agents in a swarm.” - -### 6. Metrics for Success -- **User Adoption Rates**: Track the number of downloads and active users. -- **Customer Feedback & Satisfaction**: Gather insights from users to improve the product. -- **Conversion Rates**: Measure the percentage of trial users converting to paid customers. -- **Sales Growth**: Monitor revenue growth over the first year post-launch. - -By implementing this go-to-market strategy, the Swarm Management Tool can effectively penetrate the market, attract a dedicated user base, and establish itself as a leader in swarm management solutions.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Product Development Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### 1. **Market Research & Analysis** - - **Target Audience**: Identify key segments such as robotics companies, drone operators, agricultural tech firms, and research institutions focusing on swarm intelligence. - - **Competitor Analysis**: Evaluate existing solutions in the market. Analyze their features, pricing, and market positioning. Identify gaps that your product can fill. - - **User Personas**: Develop detailed user personas to understand the needs, pain points, and behaviors of potential users. - -#### 2. **Product Positioning** - - **Unique Selling Proposition (USP)**: Define what sets your swarm management tool apart from competitors. This could include ease of use, advanced algorithms, real-time analytics, or integration capabilities. - - **Branding**: Create a compelling brand identity that resonates with your target audience. This includes logo design, color schemes, and messaging that reflects the innovative nature of your product. - -#### 3. **Feature Enhancements Based on User Feedback** - - **User Interface (UI)**: Simplify the UI for better usability, especially for non-technical users. Include visual representations of swarm behavior. - - **Integration Capabilities**: Enhance the tool to integrate with popular robotics and drone platforms (e.g., ROS, PX4). - - **Real-Time Monitoring and Analytics**: Implement features for real-time data visualization and analytics to help users make informed decisions. - - **Collaboration Tools**: Add features that enable team collaboration, allowing multiple users to manage and monitor swarms simultaneously. - -#### 4. **Technical Requirements** - - **Scalability**: Ensure the architecture can handle a growing number of agents and large datasets. Consider cloud-based solutions for flexibility. - - **Performance Optimization**: Optimize algorithms for low-latency communication between agents to ensure real-time responsiveness. - - **Security**: Implement robust security measures to protect user data and prevent unauthorized access, especially in critical applications. - -#### 5. **Marketing Strategy** - - **Content Marketing**: Create informative blog posts, whitepapers, and case studies that demonstrate the benefits and applications of swarm management. - - **Social Media Campaigns**: Utilize platforms like LinkedIn, Twitter, and specialized forums to reach your audience. Share updates, success stories, and educational content. - - **Webinars and Demos**: Host webinars to showcase the product’s capabilities and provide live demonstrations to potential users. - - **Partnerships**: Collaborate with industry influencers, academic institutions, and technology partners to increase visibility and credibility. - -#### 6. **Sales Strategy** - - **Pricing Model**: Consider subscription-based pricing, tiered plans based on features, or a freemium model to attract initial users. - - **Sales Team Training**: Equip your sales team with the necessary knowledge about the product, market trends, and competitive landscape to effectively communicate value to potential customers. - - **Customer Support**: Establish a responsive customer support system to assist users during onboarding and troubleshooting. - -#### 7. **Launch Roadmap** - - **Beta Testing**: Conduct a closed beta with a select group of users to gather feedback and make necessary adjustments. - - **Launch Event**: Plan a virtual or in-person launch event to generate buzz around the product. Invite industry experts and potential customers. - - **Post-Launch Activities**: Continue to engage users through follow-up surveys, gather feedback, and iterate on product features based on user experience. - -#### 8. **Metrics for Success** - - **User Acquisition**: Track the number of users signing up for the tool post-launch. - - **User Engagement**: Measure how often users are interacting with the product and which features are most popular. - - **Customer Satisfaction**: Use surveys and net promoter score (NPS) to gauge user satisfaction and areas for improvement. - -By following this comprehensive go-to-market strategy, you can effectively launch your swarm management tool, attract the right users, and establish a strong presence in the market.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Business Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### Executive Summary -The Swarm Management Tool is designed to orchestrate and manage multiple agents within a swarm, facilitating their communication and collaboration. This go-to-market strategy outlines the competitive landscape, market needs, and opportunities, along with a strategic business plan detailing pricing models, target market segments, and potential partnerships. - -### 1. Market Analysis - -#### 1.1 Competitive Landscape -Key competitors in the swarm management and multi-agent systems space include: - -1. **Robot Operating System (ROS)**: Open-source framework for developing robotic applications which includes support for multi-agent systems but lacks focused swarm orchestration tools. - -2. **Swarm Intelligence Platforms**: Solutions like Swarm Intelligence from NVDIA or Swarmium, offering frameworks for swarm robotics and AI but often at a higher cost and complexity. - -3. **OpenAI’s Multi-Agent Systems**: Focused on reinforcement learning agents but may not directly compete in the swarm orchestration space. - -4. **Commercial Platforms**: Smaller companies like SwarmFarm and others that offer specialized solutions for agricultural automation through swarm technology. - -#### 1.2 Market Needs -- **Scalability**: As businesses look to automate and scale operations, tools must effectively manage larger swarms. -- **Ease of Use**: User-friendly interfaces and integration with existing systems are critical for adoption. -- **Real-Time Collaboration**: Enhanced orchestration abilities that facilitate real-time communication and decision-making among agents. -- **Cost-Effective Solutions**: Businesses seek affordable options without compromising on features. - -#### 1.3 Key Market Trends -- **Increased Automation**: Businesses are increasingly adopting automation across various sectors, including logistics, agriculture, and industry. -- **AI and Machine Learning Integration**: Companies are interested in using AI to improve decision-making processes within swarm management. -- **Cloud-Based Solutions**: Demand for cloud solutions that facilitate remote access and scalability is on the rise. - -### 2. Strategic Business Plan - -#### 2.1 Unique Value Proposition -- The Swarm Management Tool offers a specialized focus on orchestrating agents effectively, providing a simple yet powerful interface, and integrating seamlessly with existing business processes. - -#### 2.2 Target Market Segments -- **Agricultural Technology Firms**: Organizations looking to implement swarm robotics for tasks like planting and harvesting. -- **Logistics and Supply Chain Companies**: Companies interested in optimizing warehouse operations using swarm techniques. -- **Research Institutions**: Universities and research organizations conducting studies on multi-agent systems. -- **Manufacturing Units**: Factories that could benefit from automated swarm systems to enhance production efficiency. - -#### 2.3 Pricing Models -- **Freemium Model**: Basic features available for free, with advanced features available through subscription plans. -- **Subscription Pricing**: Monthly/annual subscription tiers based on the number of agents managed, user access levels, and additional features. - - **Basic Tier**: $49/month for up to 10 agents. - - **Professional Tier**: $199/month for up to 50 agents. - - **Enterprise Tier**: Custom pricing for larger organizations. -- **Consulting Services and Custom Solutions**: Offer bespoke development or integration services for enterprise clients. - -#### 2.4 Marketing Strategy -- **Content Marketing**: Develop blogs, whitepapers, and case studies showcasing use cases and best practices for swarm management. -- **Social Media Campaigns**: Establish a presence on LinkedIn, Twitter, and relevant forums to engage target audiences. -- **Partnerships and Collaborations**: Collaborate with tech incubators, universities, and influence industry events to promote the tool. - -### 3. Potential Partnerships -- **Technology Partners**: Companies that provide complementary technologies like IoT devices, AI frameworks, or cloud services (e.g., Microsoft Azure, AWS). -- **Research Institutions**: Collaborate with universities for research and development, leveraging their expertise and potential funding opportunities. -- **Industry Associations**: Align with organizations such as the International Federation of Robotics (IFR) to enhance credibility and outreach. - -### 4. Launch Plan - -#### 4.1 Timeline -- **Month 1-2**: Finalize product features, user interface and begin beta testing with select clients. -- **Month 3**: Build a marketing website and launch social media campaigns. -- **Month 4**: Official product launch with webinars, demos, and promotional offers. - -#### 4.2 Metrics for Success -- Number of users signing up for the freemium model. -- Conversion rate to paid subscriptions. -- Customer feedback and satisfaction levels. -- Engagement metrics from content marketing efforts. - -### Conclusion -With a focused approach on the emerging needs for swarm management within various industries, leveraging strategic partnerships, and implementing a robust pricing model, the Swarm Management Tool is well-positioned for a successful market entry. The emphasis on ease of use, scalability, and real-time capabilities will resonate strongly with target audiences seeking to optimize their operational efficiency.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Marketing Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. Brand Positioning Statement -**""Empowering developers and organizations to seamlessly orchestrate and manage multiple agents in a swarm, our innovative tool simplifies complex interactions, enhances efficiency, and drives collaborative intelligence.""** - -#### 2. Target Audience -- **Primary Audience:** Software developers, data scientists, and engineers working in robotics, AI, and distributed systems. -- **Secondary Audience:** Project managers and team leads in tech companies, research institutions, and startups focused on swarm intelligence and multi-agent systems. - -#### 3. Unique Selling Proposition (USP) -- **Ease of Use:** Intuitive interface that simplifies swarm management. -- **Scalability:** Designed to handle small to large-scale swarm operations. -- **Integration:** Compatible with existing tools and platforms, enhancing workflow without disruption. -- **Community-Driven:** Open-source nature encourages collaboration and continuous improvement. - -#### 4. Messaging Framework -- **Core Message:** ""Orchestrate your swarm effortlessly."" -- **Supporting Messages:** - - ""Unlock the potential of multi-agent systems."" - - ""Collaborate smarter, not harder."" - - ""Join a community of innovators shaping the future of swarm intelligence."" - -#### 5. Digital Marketing Campaign -**Campaign Name:** ""Swarm into Action"" - -**Objectives:** -- Increase awareness of the swarm management tool. -- Drive traffic to the GitHub repository. -- Build a community around the product. - -**Tactics:** -- **Social Media Advertising:** Targeted ads on LinkedIn, Twitter, and Facebook focusing on developers and tech professionals. -- **Email Marketing:** Create a newsletter to share updates, tutorials, and success stories. -- **Influencer Partnerships:** Collaborate with tech influencers and bloggers to review and promote the tool. -- **Webinars and Live Demos:** Host online sessions to showcase the tool's capabilities and answer questions. - -**Timeline:** -- **Pre-launch (1 month):** Build anticipation through teasers and countdowns on social media. -- **Launch (1 week):** Host a virtual launch event with live demos and Q&A sessions. -- **Post-launch (3 months):** Continue engagement through tutorials, user-generated content, and community challenges. - -#### 6. Content Marketing Strategy -**Content Themes:** -- **Tutorials and How-Tos:** Step-by-step guides on using the tool effectively. -- **Case Studies:** Showcase real-world applications and success stories from early adopters. -- **Industry Insights:** Articles on trends in swarm intelligence and multi-agent systems. -- **Community Spotlights:** Highlight contributions from users and developers in the community. - -**Blog Post Ideas:** -- ""Getting Started with Swarm Management: A Beginner's Guide"" -- ""5 Use Cases for Multi-Agent Systems in Robotics"" -- ""How to Optimize Your Swarm Operations for Maximum Efficiency"" -- ""The Future of Swarm Intelligence: Trends to Watch"" - -**Social Media Content:** -- **Infographics:** Visual representations of swarm management concepts and benefits. -- **Short Video Clips:** Quick tips and tricks for using the tool. -- **User Testimonials:** Share feedback and experiences from early users. -- **Polls and Questions:** Engage the community by asking for their input on features and improvements. - -#### 7. Community Engagement -- **GitHub Community:** Encourage contributions and feedback through issues and pull requests. -- **Forums and Discussion Groups:** Create spaces for users to share experiences, ask questions, and collaborate. -- **Hackathons:** Organize events to encourage innovation and showcase the tool's capabilities. - -#### 8. Metrics for Success -- **Awareness:** Track social media engagement, website traffic, and email open rates. -- **Adoption:** Monitor GitHub stars, forks, and contributions. -- **Community Growth:** Measure the number of active users in forums and discussion groups. -- **Feedback:** Collect user feedback through surveys and direct communication to improve the tool. - -By implementing this go-to-market strategy, the swarm management tool can effectively reach its target audience, build a strong community, and establish itself as a leader in the multi-agent systems space.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Sales Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### 1. Product Overview -The swarm management tool is designed to orchestrate and manage multiple agents in a swarm, enhancing efficiency and coordination. This tool is suitable for various industries, including robotics, logistics, and AI-driven applications, where multiple agents need to work together seamlessly. - -#### 2. Target Market -- **Primary Audience**: - - Robotics companies - - Logistics and supply chain management firms - - AI and machine learning developers - - Research institutions focusing on swarm intelligence -- **Secondary Audience**: - - Startups developing autonomous systems - - Educational institutions for research and curriculum development - -#### 3. Sales Channels -- **Direct Sales**: - - Establish a dedicated sales team to reach out to potential customers directly through cold outreach, networking events, and industry conferences. -- **Partnerships**: - - Collaborate with robotics and AI companies to bundle the tool with their offerings or integrate it into their platforms. - - Partner with academic institutions for research projects, providing the tool at a discounted rate or for free in exchange for feedback and case studies. -- **Online Sales**: - - Create a landing page with a clear value proposition, demo videos, and testimonials. - - Utilize platforms like GitHub for visibility and community engagement, encouraging contributions and feedback. -- **Resellers and Affiliates**: - - Develop a reseller program for companies that can sell the tool as part of their solutions. - -#### 4. Sales Funnel -1. **Awareness**: - - Content marketing: Publish blog posts, whitepapers, and case studies on swarm management. - - Social media marketing: Engage with relevant communities on platforms like LinkedIn, Twitter, and Reddit. - - Webinars and online demos to showcase the product's capabilities. - -2. **Interest**: - - Offer free trials or a freemium model to allow potential customers to test the product. - - Create engaging video content that highlights how the tool solves specific problems in swarm management. - -3. **Consideration**: - - Provide detailed product documentation and case studies demonstrating successful implementations. - - Host Q&A sessions or one-on-one consultations to address potential customers' specific needs. - -4. **Intent**: - - Utilize targeted email campaigns to nurture leads who have shown interest in the product. - - Offer limited-time discounts or promotions to incentivize purchase decisions. - -5. **Purchase**: - - Streamline the purchasing process through an easy-to-navigate website. - - Provide clear pricing tiers and options for enterprise customers. - -6. **Post-Purchase**: - - Implement onboarding sessions to ensure customers can effectively use the tool. - - Establish a support system with FAQs, community forums, and dedicated customer service. - -#### 5. Sales Pitch -**Elevator Pitch**: -""Transform the way you manage multiple agents with our innovative swarm management tool. Our platform streamlines coordination, enhances efficiency, and allows for real-time monitoring of agent activities. Whether you're in robotics, logistics, or AI development, our tool empowers your team to achieve seamless collaboration and increased productivity. Experience the future of swarm intelligence today—try our tool for free and see the difference it makes!"" - -#### 6. Customer Acquisition Strategies -- **Content Marketing**: Regularly publish articles, videos, and tutorials on swarm management and its applications, positioning the company as a thought leader in the space. -- **SEO and SEM**: Optimize the website for search engines and run targeted ads on Google and social media platforms to attract potential customers. -- **Community Engagement**: Actively participate in forums and groups related to robotics and AI, offering insights and solutions to establish credibility and attract interest. -- **Referral Programs**: Encourage existing users to refer new customers by offering incentives such as discounts or exclusive features. - -#### 7. Metrics for Success -- Track conversion rates at each stage of the sales funnel. -- Measure customer acquisition cost (CAC) and lifetime value (LTV). -- Monitor engagement metrics from content marketing efforts (e.g., website traffic, social media interactions). -- Collect customer feedback to improve the product and sales approach continuously. - -By implementing this go-to-market strategy, Swarms Corp can effectively launch its swarm management tool, attract a diverse customer base, and establish a strong foothold in the market.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Product Development Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. **Market Research and Analysis** - - **Target Audience**: Identify key user segments such as robotics developers, drone operators, IoT developers, and researchers in swarm intelligence. - - **Competitive Analysis**: Analyze existing products in the market (e.g., Robot Operating System (ROS), Swarm Intelligence platforms) to understand strengths, weaknesses, and pricing strategies. - - **User Personas**: Develop detailed user personas to tailor marketing messages and product features accordingly. - -#### 2. **Product Positioning** - - **Unique Selling Proposition (USP)**: Highlight the unique features of the tool, such as ease of integration, real-time management, scalability, and support for various types of agents. - - **Value Proposition**: Articulate the benefits of using the tool, such as increased efficiency in swarm operations, reduced development time, and enhanced flexibility. - -#### 3. **Product Development and Enhancement** - - **Feature Enhancements**: Based on user feedback, consider adding features such as: - - Visual management dashboard for real-time monitoring. - - Advanced analytics and reporting tools. - - Support for additional programming languages or frameworks. - - Integration with popular cloud services for scalability. - - **Technical Requirements**: Ensure the tool is: - - Modular and extensible for future enhancements. - - Capable of handling increased loads as more agents are added. - - Secure, with robust authentication and authorization mechanisms. - -#### 4. **Marketing Strategy** - - **Content Marketing**: Create informative blog posts, tutorials, and case studies demonstrating the tool’s capabilities and applications. - - **Social Media Campaigns**: Utilize platforms like Twitter, LinkedIn, and Reddit to engage with the tech community and share updates. - - **Webinars and Workshops**: Host online events to showcase the product, provide demonstrations, and gather user feedback. - - **Influencer Partnerships**: Collaborate with industry experts and influencers to reach a broader audience. - -#### 5. **Sales Strategy** - - **Pricing Model**: Consider a freemium model to attract early adopters, with premium features available for a subscription fee. - - **Direct Sales**: Build a sales team to target enterprise customers who may benefit from customized solutions. - - **Channel Partnerships**: Establish partnerships with educational institutions and tech companies to promote the tool. - -#### 6. **Launch Plan** - - **Beta Testing**: Conduct a closed beta with select users to gather feedback and make necessary adjustments. - - **Launch Event**: Organize a virtual launch event to unveil the product, demonstrate its features, and offer exclusive promotions. - - **Post-Launch Support**: Ensure robust customer support and documentation to assist new users. - -#### 7. **Feedback Loop and Iteration** - - **User Feedback Collection**: Implement mechanisms to gather user feedback continuously through surveys, forums, and direct communication. - - **Iterative Development**: Use Agile methodologies to iterate on product features based on user input and market trends. - -#### 8. **Metrics for Success** - - **User Acquisition**: Track the number of downloads, sign-ups, and active users. - - **Engagement Metrics**: Measure user engagement through feature usage and community participation. - - **Revenue Growth**: Monitor subscription revenue and conversion rates from free to paid plans. - -#### 9. **Future Roadmap** - - **Short-term (0-6 months)**: Focus on finalizing product features, launching the beta, and gathering user feedback. - - **Mid-term (6-12 months)**: Implement feedback, enhance marketing efforts, and explore additional integrations and features. - - **Long-term (1-2 years)**: Expand into new markets, develop advanced features based on emerging technologies (e.g., AI-driven management), and consider internationalization. - -By following this go-to-market strategy, the swarm management tool can effectively reach its target audience, establish a strong market presence, and foster a community of users who contribute to its ongoing development and success.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Business Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### Executive Summary -The launch of a new swarm management tool offers innovative capabilities for orchestrating and managing multiple agents in various applications, ranging from robotics to web scraping. This strategy outlines market landscape analysis, competitor identification, product positioning, pricing models, target market segments, and potential partnerships. - ---- - -### Market Landscape Analysis - -#### 1. Industry Overview -The swarm robotics and agent management market is experiencing growth fueled by advancements in artificial intelligence, automation, and decentralized systems. Industries such as logistics, agriculture, defense, and smart cities are increasingly leveraging swarm technology for operational efficiency. - -#### 2. Key Trends -- **Increased Automation:** Businesses are seeking automated solutions to optimize workflows and reduce labor costs. -- **AI Integration:** Merging AI with swarm technologies enhances decision-making and predictive capabilities. -- **Decentralization:** A shift towards decentralized systems where multiple agents operate collaboratively and autonomously. -- **Open Source Growth:** Many organizations are adopting open-source solutions for flexibility and cost-effectiveness. - -#### 3. Competitor Analysis -- **Swarm AI (Swarm Technology):** Provides algorithms for dynamic optimization and real-time decision-making. -- **Robot Operating System (ROS):** An open-source robotics middleware that offers capabilities for swarm robotics. -- **MAVLink (Micro Air Vehicle Link):** A communication protocol for drones, facilitating swarm operations. -- **Multi-Agent Systems (MAS):** Various academic and commercial solutions focusing on the orchestration of autonomous agents. - ---- - -### Unique Selling Proposition (USP) -The swarm management tool stands out due to its user-friendly interface, robust orchestration capabilities, and community-driven development model. Features such as real-time monitoring, customizable agent behaviors, and advanced analytics differentiate it from competitors. - ---- - -### Target Market Segments -1. **Robotics Companies:** - - Small to mid-sized companies developing swarm robotics for delivery, surveillance, or inspection. -2. **Research Institutions:** - - Universities and research labs focusing on swarm intelligence and multi-agent systems. -3. **Agricultural Firms:** - - Companies using drones or robots for crop monitoring and pesticide spraying. -4. **Logistics Providers:** - - Firms looking to optimize warehouse management with autonomous vehicles. - ---- - -### Pricing Models -1. **Freemium Model:** - - Basic features for free, with advanced features and support offered through paid tiers. - - Pricing tiers: - - Basic: Free (limited features) - - Pro: $49/month (additional features, priority support) - - Enterprise: Custom pricing based on requirements - -2. **One-Time Licensing Fee:** - - A flat fee for lifetime access to the tool, appealing to businesses against subscription fatigue. - -3. **Consultation and Integration Services:** - - Charge for additional services, including consulting, integration, and custom development. - ---- - -### Distribution Channels -- **Direct Sales:** Through the official website and GitHub repository. -- **Partnerships with Academia:** Collaborate with universities for educational licenses and research applications. -- **Software Marketplaces:** List the tool on platforms like GitHub Marketplace and alternative software marketplaces. - ---- - -### Marketing Strategy -1. **Content Marketing:** - - Create technical blogs, tutorials, and case studies showcasing the product’s capabilities and applications. - -2. **Social Media Campaigns:** - - Leverage platforms such as LinkedIn, Twitter, and relevant online communities to engage potential users. - -3. **Webinars and Workshops:** - - Host online sessions to demonstrate the tool’s functionalities and gather feedback from potential users. - -4. **SEO Optimization:** - - Optimize the GitHub page and website content for search engines to increase visibility. - ---- - -### Potential Partnerships -1. **Technology Providers:** - - Collaborate with AI and robotics technology firms to enhance functionalities and integrate with existing systems. - -2. **Academic Institutions:** - - Partner with universities for research collaborations, contributing to the open-source community and gaining insights into user needs. - -3. **Industry Associations:** - - Form alliances with robotics and automation associations for networking and brand positioning. - ---- - -### Conclusion -The swarm management tool has significant market potential driven by the growing demand for automation and collaborative robotics. By leveraging the outlined go-to-market strategy, the product can effectively reach its target audience, establish itself as a leader in the swarm technology space, and foster a robust community of users and contributors.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Marketing Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. Brand Positioning - -**Brand Positioning Statement:** -""For developers and organizations looking to optimize the orchestration of multiple agents, our swarm management tool provides a robust, user-friendly solution that simplifies complex swarm dynamics. Unlike traditional management tools, our product leverages cutting-edge algorithms and real-time analytics to enhance performance and scalability, empowering teams to achieve unprecedented efficiency in swarm operations."" - -#### 2. Target Audience -- **Primary Audience:** Software developers, data scientists, and engineers working in robotics, AI, and distributed systems. -- **Secondary Audience:** Project managers and decision-makers in tech companies, research institutions, and startups focused on swarm intelligence and automation. - -#### 3. Key Messaging -- **Efficiency:** ""Streamline your swarm operations with our intuitive management tool."" -- **Scalability:** ""Easily scale your swarm from a few agents to thousands without compromising performance."" -- **Real-Time Analytics:** ""Gain insights into swarm behavior with our powerful analytics dashboard."" -- **Community-Driven:** ""Join a growing community of developers and contribute to our open-source project on GitHub."" - -#### 4. Promotional Strategies - -**Digital Marketing Campaign:** -- **Campaign Name:** ""Swarm Smarter, Not Harder"" -- **Duration:** 3 months -- **Channels:** - - **Social Media:** LinkedIn, Twitter, Reddit (subreddits related to AI, robotics, and software development) - - **Email Marketing:** Targeted newsletters to developers and tech professionals - - **Content Marketing:** Blog posts, case studies, and video tutorials - -**Tactics:** -- **Launch Announcement:** Create a press release and share it across tech news platforms and relevant forums. -- **Webinars:** Host live demos and Q&A sessions to showcase the tool's capabilities. -- **Influencer Partnerships:** Collaborate with industry influencers and thought leaders to review and promote the tool. -- **GitHub Engagement:** Encourage contributions and feedback from the developer community to foster a sense of ownership and collaboration. - -#### 5. Content Marketing Themes - -**Blog Post Ideas:** -- ""Understanding Swarm Intelligence: The Future of Distributed Systems"" -- ""How to Optimize Your Swarm Operations with Our Management Tool"" -- ""Real-World Applications of Swarm Management in Robotics and AI"" -- ""A Beginner's Guide to Orchestrating Agents in a Swarm"" -- ""Case Study: How [Company/Project] Improved Efficiency with Our Tool"" - -**Social Media Content:** -- **Tips & Tricks:** Quick tips on using the tool effectively. -- **User Testimonials:** Share success stories from early adopters. -- **Behind-the-Scenes:** Showcase the development process and team behind the tool. -- **Polls & Questions:** Engage the community by asking for feedback and feature requests. - -#### 6. Measurement and KPIs -- **Website Traffic:** Monitor the increase in traffic to the product landing page. -- **User Engagement:** Track social media engagement metrics (likes, shares, comments). -- **Conversion Rates:** Measure the number of downloads or sign-ups for the tool. -- **Community Growth:** Monitor GitHub repository stars, forks, and contributions. - -#### 7. Timeline -- **Month 1:** Launch campaign, create initial content, and engage with the community. -- **Month 2:** Host webinars, release case studies, and ramp up social media efforts. -- **Month 3:** Analyze performance, gather feedback, and adjust strategies as needed. - -By implementing this go-to-market strategy, the swarm management tool can effectively reach its target audience, establish a strong brand presence, and foster a vibrant community around the product.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Sales Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### Product Overview -The swarm management tool is designed to orchestrate and manage multiple agents in a swarm, enabling seamless coordination and enhanced performance in various applications such as robotics, IoT, and distributed computing. The product is currently hosted on GitHub, which allows for community engagement and iterative development. - ---- - -### Target Market -1. **Industries**: Robotics, IoT, Smart Cities, Logistics, Agriculture, and Research Institutions. -2. **Target Customers**: - - Robotics engineers and developers - - IoT solution providers - - Research labs focused on swarm intelligence - - Enterprises looking to implement swarm technologies for efficiency - ---- - -### Sales Channels -1. **Direct Sales**: - - Build a dedicated sales team to target enterprise customers. - - Utilize CRM tools to track leads and manage customer relationships. - -2. **Partnerships**: - - Collaborate with robotics and IoT companies to integrate the tool into their solutions. - - Partner with academic institutions for research collaborations and pilot projects. - -3. **Online Sales**: - - Create a dedicated website with a landing page for the tool, offering demos and trials. - - Utilize platforms like GitHub for community engagement and to drive traffic to the website. - -4. **Channel Resellers**: - - Identify and partner with resellers who specialize in robotics and IoT solutions. - -5. **Community Engagement**: - - Leverage GitHub for community contributions and feedback. - - Host webinars and workshops to educate potential users about the tool. - ---- - -### Sales Funnel -1. **Awareness**: - - Content marketing (blogs, whitepapers, case studies) focused on swarm intelligence and its applications. - - Social media campaigns targeting relevant industries. - -2. **Interest**: - - Free trials and demos to showcase the tool's capabilities. - - Engaging video tutorials and use-case scenarios. - -3. **Consideration**: - - Detailed product documentation and comparison with competitors. - - Customer testimonials and case studies from early adopters. - -4. **Intent**: - - Personalized follow-ups from the sales team. - - Special offers or discounts for early adopters. - -5. **Purchase**: - - Streamlined purchasing process on the website. - - Clear pricing models (subscription-based, one-time purchase, etc.). - -6. **Post-Purchase**: - - Onboarding and training sessions for new users. - - Ongoing support and community engagement to ensure satisfaction and retention. - ---- - -### Sales Pitch -**Elevator Pitch**: -""Introducing our revolutionary swarm management tool, designed to streamline the orchestration and management of multiple agents in a swarm. Whether you're developing robotics solutions, building IoT applications, or conducting research in swarm intelligence, our tool provides you with the flexibility and power to enhance performance and efficiency. With easy integration, robust support, and a vibrant community on GitHub, you can harness the full potential of swarm technology and stay ahead of the competition."" - -**Key Benefits**: -- **Scalability**: Easily manage thousands of agents with our intuitive interface. -- **Flexibility**: Adapt the tool to fit various applications, from robotics to IoT. -- **Community-Driven**: Benefit from community contributions and support through GitHub. -- **Cost-Effective**: Competitive pricing models that cater to startups and enterprises alike. -- **Expert Support**: Access to a team of experts ready to assist you in maximizing the tool's capabilities. - ---- - -### Customer Acquisition Strategies -1. **Content Marketing**: Regularly publish articles, tutorials, and case studies that highlight the benefits and applications of swarm management. -2. **SEO Optimization**: Optimize the website and GitHub repository for search engines to attract organic traffic. -3. **Webinars and Workshops**: Host online events to demonstrate the tool's functionality and engage with potential customers. -4. **Social Media Campaigns**: Use targeted ads on platforms like LinkedIn and Twitter to reach professionals in relevant industries. -5. **Influencer Partnerships**: Collaborate with industry influencers and thought leaders to promote the tool. -6. **Hackathons and Competitions**: Organize events that encourage developers to use the tool in innovative ways, showcasing its capabilities. - ---- - -### Conclusion -The go-to-market strategy for the swarm management tool focuses on leveraging direct sales, partnerships, and community engagement to effectively reach target customers. By utilizing a structured sales funnel and compelling sales pitches, the strategy aims to drive awareness, interest, and ultimately, adoption of the product in various industries.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Product Development Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. **Market Research and Analysis** - - **Target Audience**: Identify key user segments such as developers, researchers in robotics, logistics companies, and industries utilizing automation and swarm intelligence. - - **Competitive Analysis**: Analyze existing products in the market that offer similar functionalities. Understand their strengths and weaknesses to position your product effectively. - - **User Needs Assessment**: Conduct surveys and interviews with potential users to gather insights on their pain points, desired features, and use cases. - -#### 2. **Value Proposition** - - Clearly articulate the unique value your product offers, such as: - - Enhanced coordination and communication among agents. - - Real-time monitoring and adjustments to swarm behavior. - - Scalability to manage varying numbers of agents seamlessly. - - User-friendly interface and robust documentation. - -#### 3. **Product Development Enhancements** - - **Feature Enhancements**: - - **User Interface**: Develop an intuitive dashboard for monitoring swarm activities and managing agent configurations. - - **Analytics**: Integrate analytics tools to provide insights into swarm performance and behavior. - - **Customizability**: Allow users to create custom agent behaviors and swarm formations. - - **Integration**: Ensure compatibility with popular programming languages and platforms (e.g., ROS, Python, etc.). - - **Technical Requirements**: - - **Scalability**: Utilize cloud-based solutions to handle varying loads and ensure high availability. - - **Security**: Implement robust security protocols to protect user data and agent communications. - - **Documentation**: Create comprehensive documentation and tutorials to facilitate onboarding. - -#### 4. **Marketing Strategy** - - **Branding**: Develop a strong brand identity that resonates with your target audience. - - **Content Marketing**: Create blog posts, whitepapers, and case studies demonstrating the benefits and applications of swarm management. - - **Social Media Campaigns**: Leverage platforms like LinkedIn, Twitter, and Reddit to engage with the tech community and promote your product. - - **Webinars and Demos**: Host live demonstrations and webinars to showcase the product's capabilities and gather real-time feedback. - -#### 5. **Sales Strategy** - - **Freemium Model**: Consider offering a freemium model to attract initial users and convert them into paying customers. - - **Partnerships**: Collaborate with educational institutions and research organizations to promote the tool in academic settings. - - **Direct Sales**: Build a sales team focused on approaching enterprises that could benefit from swarm management solutions. - -#### 6. **Launch Plan** - - **Beta Testing**: Initiate a closed beta with selected users to gather feedback and make necessary adjustments before the public launch. - - **Launch Event**: Organize a launch event (virtual or in-person) to introduce the product to the market, including demos, user testimonials, and expert talks. - - **Post-Launch Support**: Ensure robust customer support is in place to assist new users and gather feedback for future iterations. - -#### 7. **Feedback Loop and Iteration** - - Establish a system for collecting user feedback post-launch to continuously improve the product. - - Plan regular updates and feature releases based on user suggestions and market trends. - -#### 8. **Roadmap for Future Development** - - **Short-Term (0-6 months)**: - - Launch the product and gather user feedback. - - Introduce basic analytics features and improve documentation. - - **Mid-Term (6-12 months)**: - - Expand integrations with third-party tools and platforms. - - Enhance the user interface based on feedback. - - **Long-Term (1-2 years)**: - - Develop advanced features such as machine learning capabilities for predictive swarm behavior. - - Explore opportunities for entering new markets or industries. - -By following this structured go-to-market strategy, the swarm management tool can effectively penetrate the market, attract users, and establish itself as a leader in swarm orchestration and management.",2024-09-03T20:35:07.608483 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:35:07.608483_run_id_a2ca4968a2254231b5145adcbbaf8078.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:35:07.608483_run_id_a2ca4968a2254231b5145adcbbaf8078.csv deleted file mode 100644 index 1fe8e961e..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:35:07.608483_run_id_a2ca4968a2254231b5145adcbbaf8078.csv +++ /dev/null @@ -1,864 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -86db3a4b-ae21-4402-9007-649120932da5,Business Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### Executive Summary -The new swarm management tool aims to facilitate the orchestration and management of multiple agents operating in a swarm. This tool has potential applications in various industries, such as robotics, logistics, agriculture, and smart cities. The strategy outlined below identifies potential competitors, market needs, target segments, pricing models, and partnership opportunities. - ---- - -### Market Landscape Analysis - -#### 1. Competitive Landscape -- **Key Competitors:** - - **Swarm Intelligence Frameworks:** These include tools like **OpenAI Gym** for reinforcement learning, which can be adapted for swarm algorithms. - - **Robotics Platforms:** Companies like **Robot Operating System (ROS)**, which provide frameworks to manage robotic swarms. - - **Simulation Software:** Tools like **NetLogo** and **AnyLogic** that allow users to simulate swarm behavior and manage agents. - -- **Indirect Competitors:** - - **Cloud-Based Solutions:** Platforms offering similar functionalities under the guise of IoT orchestration, such as **AWS IoT Greengrass**. - - **Custom Development:** Companies that create tailored software solutions for specific swarm applications. - -#### 2. Market Needs -- **Scalable Agent Management:** As swarms grow, managing and orchestrating them effectively becomes more complex. -- **Real-Time Data Processing:** Demand for tools that can process data and make decisions on-the-fly to adapt to changing conditions. -- **User-Friendly Interfaces:** Simplified dashboards for monitoring and controlling swarms without requiring extensive programming knowledge. -- **Integration Capabilities:** The ability to easily integrate with existing systems and platforms is crucial for adoption. - -#### 3. Key Market Trends -- **Growth in Autonomous Systems:** Increasing investment in autonomous vehicles, drones, and smart robotics drives demand for swarm management tools. -- **IoT Expansion:** The proliferation of IoT devices necessitates robust management solutions for connected agents operating in swarms. -- **Artificial Intelligence Integration:** AI is increasingly applied in swarm behaviors, including machine learning algorithms that improve performance over time. - ---- - -### Target Market Segments - -1. **Robotics Companies:** Organizations developing drones, autonomous vehicles, or robotic swarms. -2. **Logistics and Supply Chain Management:** Companies looking to optimize warehouse operations and delivery systems with swarm technology. -3. **Smart Agriculture:** Businesses deploying swarms of drones for crop monitoring and management. -4. **Urban Planning and Smart Cities:** Municipalities and planners interested in managing swarms of sensors for traffic, pollution, and resource management. - ---- - -### Pricing Model - -1. **Freemium Model:** - - Basic features available for free with limited agent capacity. - - Paid tiers based on the number of agents and advanced features (e.g., real-time analytics, custom integrations). - -2. **Subscription-Based Pricing:** - - Monthly or annual subscription fees based on usage. - - Different tiers to cater to small businesses, startups, and enterprise-level organizations. - -3. **Custom Licensing:** - - Tailored pricing for large organizations requiring extensive customization and support. - ---- - -### Strategic Partnerships - -1. **Academic Institutions:** Collaborate with universities for research and development, leveraging their expertise in swarm intelligence and robotics. -2. **Industry Associations:** Partner with organizations like the **Robotic Industries Association (RIA)** to gain credibility and access to a wider audience. -3. **Cloud Service Providers:** Collaborate with providers like **AWS**, **Azure**, or **Google Cloud** for hosting and scalability, ensuring seamless integration with cloud infrastructure. -4. **Hardware Manufacturers:** Partner with companies providing drones or robots to package the swarm management tool as part of their offerings. - ---- - -### Marketing and Sales Strategy - -1. **Content Marketing:** Create informative content (blogs, whitepapers, case studies) that showcases the benefits and applications of the swarm management tool. -2. **Webinars and Workshops:** Host sessions to demonstrate the product's capabilities and educate potential users on swarm management. -3. **Trade Shows and Conferences:** Attend industry events to network, demonstrate the tool, and gather feedback from potential users. -4. **Direct Sales Outreach:** Develop a targeted outreach strategy to key companies in the identified market segments, focusing on solution selling based on specific needs. - ---- - -### Conclusion - -By strategically analyzing the competitive landscape, understanding market needs, and identifying target segments, Swarms Corp can effectively launch its new swarm management tool. The adoption of a flexible pricing model and the establishment of strong partnerships will further enhance market penetration and growth. With a clear go-to-market strategy, Swarms Corp is well-positioned to become a leader in the swarm management space.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Marketing Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -**1. Brand Positioning Statement** - -**Target Audience:** Tech-savvy developers, project managers, and operations teams in industries such as robotics, AI, and distributed systems who need an efficient way to manage multiple agents in a swarm. - -**Brand Positioning Statement:** -“SwarmMaster is the cutting-edge swarm management tool that empowers teams to orchestrate and optimize agent operations with unparalleled efficiency. Designed for developers and project managers, our solution simplifies complex swarm coordination, enabling innovation and reliability in distributed environments.” - ---- - -**2. Messaging Framework** - -- **Core Message:** “Orchestrate your swarm effortlessly with SwarmMaster – the ultimate tool for managing and optimizing multiple agents.” - -- **Supporting Messages:** - - **Efficiency:** “Reduce operational complexities and enhance productivity with our intuitive interface.” - - **Scalability:** “Easily scale your swarm management efforts without compromising performance.” - - **Integration:** “Seamlessly integrate with your existing tools and workflows.” - - **Community-Driven:** “Join an active community of developers sharing insights, best practices, and support.” - ---- - -**3. Promotional Strategies** - -#### Digital Marketing Campaign - -**Campaign Name:** “Master Your Swarm” - -**Objectives:** -- Increase awareness of SwarmMaster in the developer and project management communities. -- Drive traffic to the GitHub repository and increase downloads. -- Build a community around the product for user feedback and support. - -**Key Components:** - -- **Social Media Advertising:** Utilize LinkedIn and Twitter to target developers and tech professionals. Create ads highlighting user testimonials and success stories. -- **Influencer Partnerships:** Collaborate with industry influencers in AI and robotics to demo the product and share their experiences. -- **Webinars:** Host live demonstrations and Q&A sessions showcasing the capabilities of SwarmMaster. Encourage sign-ups through social media and email marketing. -- **Email Campaigns:** Develop a series of targeted email campaigns for subscribers, offering tips, updates, and exclusive previews of new features. - ---- - -**4. Content Marketing Tactics** - -#### Content Themes for Blog Posts and Social Media - -1. **Educational Content:** - - “What is Swarm Management? An Introduction to Orchestrating Multiple Agents” - - “Best Practices for Managing Swarm-Based Systems” - - “How to Optimize Agent Performance in a Swarm Environment” - -2. **Use Cases:** - - “Case Study: Enhancing Robotics Performance with SwarmMaster” - - “Real-World Applications of Swarm Management in Various Industries” - -3. **Technical Guides:** - - “Getting Started with SwarmMaster: A Step-by-Step Guide” - - “Integrating SwarmMaster with Your Existing Development Stack” - - “Advanced Features of SwarmMaster: Tips and Tricks for Power Users” - -4. **Community Engagement:** - - “Meet the Developers: Insights from Our SwarmMaster Team” - - “User Testimonials: How SwarmMaster Transformed Our Workflow” - - “Join the Conversation: Share Your SwarmMaster Success Stories” - ---- - -**5. Key Performance Indicators (KPIs)** - -- **Website Traffic:** Monitor the increase in visitors to the GitHub repository and the product landing page. -- **Engagement Metrics:** Track social media interactions, comments, shares, and likes. -- **User Acquisition:** Measure the number of downloads and installations of the SwarmMaster tool. -- **Community Growth:** Assess the growth of user community and engagement within forums and social media groups. - ---- - -### Conclusion - -This go-to-market strategy for SwarmMaster focuses on effectively positioning the product, delivering clear and compelling messaging, and utilizing a mix of digital marketing and content marketing tactics. By fostering a community around the product and engaging potential users through targeted campaigns, we aim to ensure a successful launch and sustained growth.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Sales Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for the Swarm Management Tool - -#### Overview -The Swarm Management Tool is designed to help users orchestrate and manage multiple agents in a swarm, providing enhanced coordination, efficiency, and scalability. The launch strategy focuses on raising awareness, driving adoption, and establishing a loyal user base. - -### 1. Market Analysis -- **Target Market**: - - **Industries**: Robotics, AI, IoT, logistics, agricultural tech, and any sector utilizing autonomous agents. - - **User Personas**: - - Developers and engineers interested in swarm technology. - - Project managers looking for efficiency in multi-agent systems. - - Researchers in AI and robotics. - -- **Market Trends**: Increased interest in automation and the use of swarm intelligence in various applications. - -### 2. Sales Channels -- **Direct Sales**: - - Online sales through the product website. - - Targeted outreach to tech companies utilizing swarm technology. - -- **Partnerships**: - - Collaborate with robotics and AI companies to integrate the tool into their offerings. - - Partner with educational institutions for research projects and curriculum integration. - -- **Online Marketplaces**: - - List the tool on platforms like GitHub Marketplace, AWS Marketplace, and other software distribution platforms. - -- **Community Engagement**: - - Leverage developer communities on platforms like Reddit, Stack Overflow, and Discord. - -### 3. Customer Acquisition Strategies -- **Content Marketing**: - - Create high-quality content (blogs, videos, case studies) demonstrating the tool’s capabilities and use cases. - - Publish white papers on the benefits of swarm intelligence. - -- **Webinars & Workshops**: - - Host informative sessions showcasing how to use the tool, with live demos and Q&A sessions. - -- **Influencer Engagement**: - - Collaborate with industry influencers and thought leaders to review and endorse the product. - -- **Email Marketing**: - - Develop targeted email campaigns to reach developers and project managers in the relevant industries. - -- **Trial and Freemium Model**: - - Offer a free trial or a freemium model to encourage users to test the product before purchasing. - -### 4. Sales Funnel -1. **Awareness**: - - Use content marketing, social media, and community engagement to increase visibility. -2. **Interest**: - - Engage potential customers through webinars, workshops, and targeted ads. -3. **Consideration**: - - Provide case studies and testimonials to build credibility. - - Offer a free trial to allow users to test the product. -4. **Intent**: - - Use email marketing to nurture leads and provide additional resources. -5. **Evaluation**: - - Offer personalized demos to address specific needs and concerns of potential customers. -6. **Purchase**: - - Simplify the purchasing process on the website and provide clear pricing options. -7. **Post-Purchase**: - - Implement onboarding processes and customer support to ensure user satisfaction and retention. - -### 5. Sales Pitch -**Sales Pitch Outline**: -- **Introduction**: - - “Are you struggling to manage multiple agents in a swarm? Discover our Swarm Management Tool, a revolutionary solution designed to streamline your operations.” - -- **Problem Statement**: - - “As industries move towards automation, managing multiple agents efficiently can be a challenge. Coordinating their actions and ensuring seamless communication is crucial for success.” - -- **Solution**: - - “Our Swarm Management Tool provides an intuitive interface to orchestrate and manage your agents, allowing you to optimize performance and scalability effortlessly.” - -- **Benefits**: - - **Efficiency**: Reduce time spent on manual coordination, leading to faster project completions. - - **Scalability**: Easily scale your operations as your needs grow without losing control. - - **Integration**: Compatible with existing systems, making it easy to incorporate into your current workflow. - - **Community-Driven**: Built on open-source principles, encouraging collaboration and innovation. - -- **Call to Action**: - - “Join our community today! Start your free trial and transform how you manage your agents in a swarm.” - -### 6. Metrics for Success -- **User Adoption Rates**: Track the number of downloads and active users. -- **Customer Feedback & Satisfaction**: Gather insights from users to improve the product. -- **Conversion Rates**: Measure the percentage of trial users converting to paid customers. -- **Sales Growth**: Monitor revenue growth over the first year post-launch. - -By implementing this go-to-market strategy, the Swarm Management Tool can effectively penetrate the market, attract a dedicated user base, and establish itself as a leader in swarm management solutions.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Product Development Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### 1. **Market Research & Analysis** - - **Target Audience**: Identify key segments such as robotics companies, drone operators, agricultural tech firms, and research institutions focusing on swarm intelligence. - - **Competitor Analysis**: Evaluate existing solutions in the market. Analyze their features, pricing, and market positioning. Identify gaps that your product can fill. - - **User Personas**: Develop detailed user personas to understand the needs, pain points, and behaviors of potential users. - -#### 2. **Product Positioning** - - **Unique Selling Proposition (USP)**: Define what sets your swarm management tool apart from competitors. This could include ease of use, advanced algorithms, real-time analytics, or integration capabilities. - - **Branding**: Create a compelling brand identity that resonates with your target audience. This includes logo design, color schemes, and messaging that reflects the innovative nature of your product. - -#### 3. **Feature Enhancements Based on User Feedback** - - **User Interface (UI)**: Simplify the UI for better usability, especially for non-technical users. Include visual representations of swarm behavior. - - **Integration Capabilities**: Enhance the tool to integrate with popular robotics and drone platforms (e.g., ROS, PX4). - - **Real-Time Monitoring and Analytics**: Implement features for real-time data visualization and analytics to help users make informed decisions. - - **Collaboration Tools**: Add features that enable team collaboration, allowing multiple users to manage and monitor swarms simultaneously. - -#### 4. **Technical Requirements** - - **Scalability**: Ensure the architecture can handle a growing number of agents and large datasets. Consider cloud-based solutions for flexibility. - - **Performance Optimization**: Optimize algorithms for low-latency communication between agents to ensure real-time responsiveness. - - **Security**: Implement robust security measures to protect user data and prevent unauthorized access, especially in critical applications. - -#### 5. **Marketing Strategy** - - **Content Marketing**: Create informative blog posts, whitepapers, and case studies that demonstrate the benefits and applications of swarm management. - - **Social Media Campaigns**: Utilize platforms like LinkedIn, Twitter, and specialized forums to reach your audience. Share updates, success stories, and educational content. - - **Webinars and Demos**: Host webinars to showcase the product’s capabilities and provide live demonstrations to potential users. - - **Partnerships**: Collaborate with industry influencers, academic institutions, and technology partners to increase visibility and credibility. - -#### 6. **Sales Strategy** - - **Pricing Model**: Consider subscription-based pricing, tiered plans based on features, or a freemium model to attract initial users. - - **Sales Team Training**: Equip your sales team with the necessary knowledge about the product, market trends, and competitive landscape to effectively communicate value to potential customers. - - **Customer Support**: Establish a responsive customer support system to assist users during onboarding and troubleshooting. - -#### 7. **Launch Roadmap** - - **Beta Testing**: Conduct a closed beta with a select group of users to gather feedback and make necessary adjustments. - - **Launch Event**: Plan a virtual or in-person launch event to generate buzz around the product. Invite industry experts and potential customers. - - **Post-Launch Activities**: Continue to engage users through follow-up surveys, gather feedback, and iterate on product features based on user experience. - -#### 8. **Metrics for Success** - - **User Acquisition**: Track the number of users signing up for the tool post-launch. - - **User Engagement**: Measure how often users are interacting with the product and which features are most popular. - - **Customer Satisfaction**: Use surveys and net promoter score (NPS) to gauge user satisfaction and areas for improvement. - -By following this comprehensive go-to-market strategy, you can effectively launch your swarm management tool, attract the right users, and establish a strong presence in the market.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Business Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### Executive Summary -The Swarm Management Tool is designed to orchestrate and manage multiple agents within a swarm, facilitating their communication and collaboration. This go-to-market strategy outlines the competitive landscape, market needs, and opportunities, along with a strategic business plan detailing pricing models, target market segments, and potential partnerships. - -### 1. Market Analysis - -#### 1.1 Competitive Landscape -Key competitors in the swarm management and multi-agent systems space include: - -1. **Robot Operating System (ROS)**: Open-source framework for developing robotic applications which includes support for multi-agent systems but lacks focused swarm orchestration tools. - -2. **Swarm Intelligence Platforms**: Solutions like Swarm Intelligence from NVDIA or Swarmium, offering frameworks for swarm robotics and AI but often at a higher cost and complexity. - -3. **OpenAI’s Multi-Agent Systems**: Focused on reinforcement learning agents but may not directly compete in the swarm orchestration space. - -4. **Commercial Platforms**: Smaller companies like SwarmFarm and others that offer specialized solutions for agricultural automation through swarm technology. - -#### 1.2 Market Needs -- **Scalability**: As businesses look to automate and scale operations, tools must effectively manage larger swarms. -- **Ease of Use**: User-friendly interfaces and integration with existing systems are critical for adoption. -- **Real-Time Collaboration**: Enhanced orchestration abilities that facilitate real-time communication and decision-making among agents. -- **Cost-Effective Solutions**: Businesses seek affordable options without compromising on features. - -#### 1.3 Key Market Trends -- **Increased Automation**: Businesses are increasingly adopting automation across various sectors, including logistics, agriculture, and industry. -- **AI and Machine Learning Integration**: Companies are interested in using AI to improve decision-making processes within swarm management. -- **Cloud-Based Solutions**: Demand for cloud solutions that facilitate remote access and scalability is on the rise. - -### 2. Strategic Business Plan - -#### 2.1 Unique Value Proposition -- The Swarm Management Tool offers a specialized focus on orchestrating agents effectively, providing a simple yet powerful interface, and integrating seamlessly with existing business processes. - -#### 2.2 Target Market Segments -- **Agricultural Technology Firms**: Organizations looking to implement swarm robotics for tasks like planting and harvesting. -- **Logistics and Supply Chain Companies**: Companies interested in optimizing warehouse operations using swarm techniques. -- **Research Institutions**: Universities and research organizations conducting studies on multi-agent systems. -- **Manufacturing Units**: Factories that could benefit from automated swarm systems to enhance production efficiency. - -#### 2.3 Pricing Models -- **Freemium Model**: Basic features available for free, with advanced features available through subscription plans. -- **Subscription Pricing**: Monthly/annual subscription tiers based on the number of agents managed, user access levels, and additional features. - - **Basic Tier**: $49/month for up to 10 agents. - - **Professional Tier**: $199/month for up to 50 agents. - - **Enterprise Tier**: Custom pricing for larger organizations. -- **Consulting Services and Custom Solutions**: Offer bespoke development or integration services for enterprise clients. - -#### 2.4 Marketing Strategy -- **Content Marketing**: Develop blogs, whitepapers, and case studies showcasing use cases and best practices for swarm management. -- **Social Media Campaigns**: Establish a presence on LinkedIn, Twitter, and relevant forums to engage target audiences. -- **Partnerships and Collaborations**: Collaborate with tech incubators, universities, and influence industry events to promote the tool. - -### 3. Potential Partnerships -- **Technology Partners**: Companies that provide complementary technologies like IoT devices, AI frameworks, or cloud services (e.g., Microsoft Azure, AWS). -- **Research Institutions**: Collaborate with universities for research and development, leveraging their expertise and potential funding opportunities. -- **Industry Associations**: Align with organizations such as the International Federation of Robotics (IFR) to enhance credibility and outreach. - -### 4. Launch Plan - -#### 4.1 Timeline -- **Month 1-2**: Finalize product features, user interface and begin beta testing with select clients. -- **Month 3**: Build a marketing website and launch social media campaigns. -- **Month 4**: Official product launch with webinars, demos, and promotional offers. - -#### 4.2 Metrics for Success -- Number of users signing up for the freemium model. -- Conversion rate to paid subscriptions. -- Customer feedback and satisfaction levels. -- Engagement metrics from content marketing efforts. - -### Conclusion -With a focused approach on the emerging needs for swarm management within various industries, leveraging strategic partnerships, and implementing a robust pricing model, the Swarm Management Tool is well-positioned for a successful market entry. The emphasis on ease of use, scalability, and real-time capabilities will resonate strongly with target audiences seeking to optimize their operational efficiency.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Marketing Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. Brand Positioning Statement -**""Empowering developers and organizations to seamlessly orchestrate and manage multiple agents in a swarm, our innovative tool simplifies complex interactions, enhances efficiency, and drives collaborative intelligence.""** - -#### 2. Target Audience -- **Primary Audience:** Software developers, data scientists, and engineers working in robotics, AI, and distributed systems. -- **Secondary Audience:** Project managers and team leads in tech companies, research institutions, and startups focused on swarm intelligence and multi-agent systems. - -#### 3. Unique Selling Proposition (USP) -- **Ease of Use:** Intuitive interface that simplifies swarm management. -- **Scalability:** Designed to handle small to large-scale swarm operations. -- **Integration:** Compatible with existing tools and platforms, enhancing workflow without disruption. -- **Community-Driven:** Open-source nature encourages collaboration and continuous improvement. - -#### 4. Messaging Framework -- **Core Message:** ""Orchestrate your swarm effortlessly."" -- **Supporting Messages:** - - ""Unlock the potential of multi-agent systems."" - - ""Collaborate smarter, not harder."" - - ""Join a community of innovators shaping the future of swarm intelligence."" - -#### 5. Digital Marketing Campaign -**Campaign Name:** ""Swarm into Action"" - -**Objectives:** -- Increase awareness of the swarm management tool. -- Drive traffic to the GitHub repository. -- Build a community around the product. - -**Tactics:** -- **Social Media Advertising:** Targeted ads on LinkedIn, Twitter, and Facebook focusing on developers and tech professionals. -- **Email Marketing:** Create a newsletter to share updates, tutorials, and success stories. -- **Influencer Partnerships:** Collaborate with tech influencers and bloggers to review and promote the tool. -- **Webinars and Live Demos:** Host online sessions to showcase the tool's capabilities and answer questions. - -**Timeline:** -- **Pre-launch (1 month):** Build anticipation through teasers and countdowns on social media. -- **Launch (1 week):** Host a virtual launch event with live demos and Q&A sessions. -- **Post-launch (3 months):** Continue engagement through tutorials, user-generated content, and community challenges. - -#### 6. Content Marketing Strategy -**Content Themes:** -- **Tutorials and How-Tos:** Step-by-step guides on using the tool effectively. -- **Case Studies:** Showcase real-world applications and success stories from early adopters. -- **Industry Insights:** Articles on trends in swarm intelligence and multi-agent systems. -- **Community Spotlights:** Highlight contributions from users and developers in the community. - -**Blog Post Ideas:** -- ""Getting Started with Swarm Management: A Beginner's Guide"" -- ""5 Use Cases for Multi-Agent Systems in Robotics"" -- ""How to Optimize Your Swarm Operations for Maximum Efficiency"" -- ""The Future of Swarm Intelligence: Trends to Watch"" - -**Social Media Content:** -- **Infographics:** Visual representations of swarm management concepts and benefits. -- **Short Video Clips:** Quick tips and tricks for using the tool. -- **User Testimonials:** Share feedback and experiences from early users. -- **Polls and Questions:** Engage the community by asking for their input on features and improvements. - -#### 7. Community Engagement -- **GitHub Community:** Encourage contributions and feedback through issues and pull requests. -- **Forums and Discussion Groups:** Create spaces for users to share experiences, ask questions, and collaborate. -- **Hackathons:** Organize events to encourage innovation and showcase the tool's capabilities. - -#### 8. Metrics for Success -- **Awareness:** Track social media engagement, website traffic, and email open rates. -- **Adoption:** Monitor GitHub stars, forks, and contributions. -- **Community Growth:** Measure the number of active users in forums and discussion groups. -- **Feedback:** Collect user feedback through surveys and direct communication to improve the tool. - -By implementing this go-to-market strategy, the swarm management tool can effectively reach its target audience, build a strong community, and establish itself as a leader in the multi-agent systems space.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Sales Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### 1. Product Overview -The swarm management tool is designed to orchestrate and manage multiple agents in a swarm, enhancing efficiency and coordination. This tool is suitable for various industries, including robotics, logistics, and AI-driven applications, where multiple agents need to work together seamlessly. - -#### 2. Target Market -- **Primary Audience**: - - Robotics companies - - Logistics and supply chain management firms - - AI and machine learning developers - - Research institutions focusing on swarm intelligence -- **Secondary Audience**: - - Startups developing autonomous systems - - Educational institutions for research and curriculum development - -#### 3. Sales Channels -- **Direct Sales**: - - Establish a dedicated sales team to reach out to potential customers directly through cold outreach, networking events, and industry conferences. -- **Partnerships**: - - Collaborate with robotics and AI companies to bundle the tool with their offerings or integrate it into their platforms. - - Partner with academic institutions for research projects, providing the tool at a discounted rate or for free in exchange for feedback and case studies. -- **Online Sales**: - - Create a landing page with a clear value proposition, demo videos, and testimonials. - - Utilize platforms like GitHub for visibility and community engagement, encouraging contributions and feedback. -- **Resellers and Affiliates**: - - Develop a reseller program for companies that can sell the tool as part of their solutions. - -#### 4. Sales Funnel -1. **Awareness**: - - Content marketing: Publish blog posts, whitepapers, and case studies on swarm management. - - Social media marketing: Engage with relevant communities on platforms like LinkedIn, Twitter, and Reddit. - - Webinars and online demos to showcase the product's capabilities. - -2. **Interest**: - - Offer free trials or a freemium model to allow potential customers to test the product. - - Create engaging video content that highlights how the tool solves specific problems in swarm management. - -3. **Consideration**: - - Provide detailed product documentation and case studies demonstrating successful implementations. - - Host Q&A sessions or one-on-one consultations to address potential customers' specific needs. - -4. **Intent**: - - Utilize targeted email campaigns to nurture leads who have shown interest in the product. - - Offer limited-time discounts or promotions to incentivize purchase decisions. - -5. **Purchase**: - - Streamline the purchasing process through an easy-to-navigate website. - - Provide clear pricing tiers and options for enterprise customers. - -6. **Post-Purchase**: - - Implement onboarding sessions to ensure customers can effectively use the tool. - - Establish a support system with FAQs, community forums, and dedicated customer service. - -#### 5. Sales Pitch -**Elevator Pitch**: -""Transform the way you manage multiple agents with our innovative swarm management tool. Our platform streamlines coordination, enhances efficiency, and allows for real-time monitoring of agent activities. Whether you're in robotics, logistics, or AI development, our tool empowers your team to achieve seamless collaboration and increased productivity. Experience the future of swarm intelligence today—try our tool for free and see the difference it makes!"" - -#### 6. Customer Acquisition Strategies -- **Content Marketing**: Regularly publish articles, videos, and tutorials on swarm management and its applications, positioning the company as a thought leader in the space. -- **SEO and SEM**: Optimize the website for search engines and run targeted ads on Google and social media platforms to attract potential customers. -- **Community Engagement**: Actively participate in forums and groups related to robotics and AI, offering insights and solutions to establish credibility and attract interest. -- **Referral Programs**: Encourage existing users to refer new customers by offering incentives such as discounts or exclusive features. - -#### 7. Metrics for Success -- Track conversion rates at each stage of the sales funnel. -- Measure customer acquisition cost (CAC) and lifetime value (LTV). -- Monitor engagement metrics from content marketing efforts (e.g., website traffic, social media interactions). -- Collect customer feedback to improve the product and sales approach continuously. - -By implementing this go-to-market strategy, Swarms Corp can effectively launch its swarm management tool, attract a diverse customer base, and establish a strong foothold in the market.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Product Development Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. **Market Research and Analysis** - - **Target Audience**: Identify key user segments such as robotics developers, drone operators, IoT developers, and researchers in swarm intelligence. - - **Competitive Analysis**: Analyze existing products in the market (e.g., Robot Operating System (ROS), Swarm Intelligence platforms) to understand strengths, weaknesses, and pricing strategies. - - **User Personas**: Develop detailed user personas to tailor marketing messages and product features accordingly. - -#### 2. **Product Positioning** - - **Unique Selling Proposition (USP)**: Highlight the unique features of the tool, such as ease of integration, real-time management, scalability, and support for various types of agents. - - **Value Proposition**: Articulate the benefits of using the tool, such as increased efficiency in swarm operations, reduced development time, and enhanced flexibility. - -#### 3. **Product Development and Enhancement** - - **Feature Enhancements**: Based on user feedback, consider adding features such as: - - Visual management dashboard for real-time monitoring. - - Advanced analytics and reporting tools. - - Support for additional programming languages or frameworks. - - Integration with popular cloud services for scalability. - - **Technical Requirements**: Ensure the tool is: - - Modular and extensible for future enhancements. - - Capable of handling increased loads as more agents are added. - - Secure, with robust authentication and authorization mechanisms. - -#### 4. **Marketing Strategy** - - **Content Marketing**: Create informative blog posts, tutorials, and case studies demonstrating the tool’s capabilities and applications. - - **Social Media Campaigns**: Utilize platforms like Twitter, LinkedIn, and Reddit to engage with the tech community and share updates. - - **Webinars and Workshops**: Host online events to showcase the product, provide demonstrations, and gather user feedback. - - **Influencer Partnerships**: Collaborate with industry experts and influencers to reach a broader audience. - -#### 5. **Sales Strategy** - - **Pricing Model**: Consider a freemium model to attract early adopters, with premium features available for a subscription fee. - - **Direct Sales**: Build a sales team to target enterprise customers who may benefit from customized solutions. - - **Channel Partnerships**: Establish partnerships with educational institutions and tech companies to promote the tool. - -#### 6. **Launch Plan** - - **Beta Testing**: Conduct a closed beta with select users to gather feedback and make necessary adjustments. - - **Launch Event**: Organize a virtual launch event to unveil the product, demonstrate its features, and offer exclusive promotions. - - **Post-Launch Support**: Ensure robust customer support and documentation to assist new users. - -#### 7. **Feedback Loop and Iteration** - - **User Feedback Collection**: Implement mechanisms to gather user feedback continuously through surveys, forums, and direct communication. - - **Iterative Development**: Use Agile methodologies to iterate on product features based on user input and market trends. - -#### 8. **Metrics for Success** - - **User Acquisition**: Track the number of downloads, sign-ups, and active users. - - **Engagement Metrics**: Measure user engagement through feature usage and community participation. - - **Revenue Growth**: Monitor subscription revenue and conversion rates from free to paid plans. - -#### 9. **Future Roadmap** - - **Short-term (0-6 months)**: Focus on finalizing product features, launching the beta, and gathering user feedback. - - **Mid-term (6-12 months)**: Implement feedback, enhance marketing efforts, and explore additional integrations and features. - - **Long-term (1-2 years)**: Expand into new markets, develop advanced features based on emerging technologies (e.g., AI-driven management), and consider internationalization. - -By following this go-to-market strategy, the swarm management tool can effectively reach its target audience, establish a strong market presence, and foster a community of users who contribute to its ongoing development and success.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Business Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### Executive Summary -The launch of a new swarm management tool offers innovative capabilities for orchestrating and managing multiple agents in various applications, ranging from robotics to web scraping. This strategy outlines market landscape analysis, competitor identification, product positioning, pricing models, target market segments, and potential partnerships. - ---- - -### Market Landscape Analysis - -#### 1. Industry Overview -The swarm robotics and agent management market is experiencing growth fueled by advancements in artificial intelligence, automation, and decentralized systems. Industries such as logistics, agriculture, defense, and smart cities are increasingly leveraging swarm technology for operational efficiency. - -#### 2. Key Trends -- **Increased Automation:** Businesses are seeking automated solutions to optimize workflows and reduce labor costs. -- **AI Integration:** Merging AI with swarm technologies enhances decision-making and predictive capabilities. -- **Decentralization:** A shift towards decentralized systems where multiple agents operate collaboratively and autonomously. -- **Open Source Growth:** Many organizations are adopting open-source solutions for flexibility and cost-effectiveness. - -#### 3. Competitor Analysis -- **Swarm AI (Swarm Technology):** Provides algorithms for dynamic optimization and real-time decision-making. -- **Robot Operating System (ROS):** An open-source robotics middleware that offers capabilities for swarm robotics. -- **MAVLink (Micro Air Vehicle Link):** A communication protocol for drones, facilitating swarm operations. -- **Multi-Agent Systems (MAS):** Various academic and commercial solutions focusing on the orchestration of autonomous agents. - ---- - -### Unique Selling Proposition (USP) -The swarm management tool stands out due to its user-friendly interface, robust orchestration capabilities, and community-driven development model. Features such as real-time monitoring, customizable agent behaviors, and advanced analytics differentiate it from competitors. - ---- - -### Target Market Segments -1. **Robotics Companies:** - - Small to mid-sized companies developing swarm robotics for delivery, surveillance, or inspection. -2. **Research Institutions:** - - Universities and research labs focusing on swarm intelligence and multi-agent systems. -3. **Agricultural Firms:** - - Companies using drones or robots for crop monitoring and pesticide spraying. -4. **Logistics Providers:** - - Firms looking to optimize warehouse management with autonomous vehicles. - ---- - -### Pricing Models -1. **Freemium Model:** - - Basic features for free, with advanced features and support offered through paid tiers. - - Pricing tiers: - - Basic: Free (limited features) - - Pro: $49/month (additional features, priority support) - - Enterprise: Custom pricing based on requirements - -2. **One-Time Licensing Fee:** - - A flat fee for lifetime access to the tool, appealing to businesses against subscription fatigue. - -3. **Consultation and Integration Services:** - - Charge for additional services, including consulting, integration, and custom development. - ---- - -### Distribution Channels -- **Direct Sales:** Through the official website and GitHub repository. -- **Partnerships with Academia:** Collaborate with universities for educational licenses and research applications. -- **Software Marketplaces:** List the tool on platforms like GitHub Marketplace and alternative software marketplaces. - ---- - -### Marketing Strategy -1. **Content Marketing:** - - Create technical blogs, tutorials, and case studies showcasing the product’s capabilities and applications. - -2. **Social Media Campaigns:** - - Leverage platforms such as LinkedIn, Twitter, and relevant online communities to engage potential users. - -3. **Webinars and Workshops:** - - Host online sessions to demonstrate the tool’s functionalities and gather feedback from potential users. - -4. **SEO Optimization:** - - Optimize the GitHub page and website content for search engines to increase visibility. - ---- - -### Potential Partnerships -1. **Technology Providers:** - - Collaborate with AI and robotics technology firms to enhance functionalities and integrate with existing systems. - -2. **Academic Institutions:** - - Partner with universities for research collaborations, contributing to the open-source community and gaining insights into user needs. - -3. **Industry Associations:** - - Form alliances with robotics and automation associations for networking and brand positioning. - ---- - -### Conclusion -The swarm management tool has significant market potential driven by the growing demand for automation and collaborative robotics. By leveraging the outlined go-to-market strategy, the product can effectively reach its target audience, establish itself as a leader in the swarm technology space, and foster a robust community of users and contributors.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Marketing Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. Brand Positioning - -**Brand Positioning Statement:** -""For developers and organizations looking to optimize the orchestration of multiple agents, our swarm management tool provides a robust, user-friendly solution that simplifies complex swarm dynamics. Unlike traditional management tools, our product leverages cutting-edge algorithms and real-time analytics to enhance performance and scalability, empowering teams to achieve unprecedented efficiency in swarm operations."" - -#### 2. Target Audience -- **Primary Audience:** Software developers, data scientists, and engineers working in robotics, AI, and distributed systems. -- **Secondary Audience:** Project managers and decision-makers in tech companies, research institutions, and startups focused on swarm intelligence and automation. - -#### 3. Key Messaging -- **Efficiency:** ""Streamline your swarm operations with our intuitive management tool."" -- **Scalability:** ""Easily scale your swarm from a few agents to thousands without compromising performance."" -- **Real-Time Analytics:** ""Gain insights into swarm behavior with our powerful analytics dashboard."" -- **Community-Driven:** ""Join a growing community of developers and contribute to our open-source project on GitHub."" - -#### 4. Promotional Strategies - -**Digital Marketing Campaign:** -- **Campaign Name:** ""Swarm Smarter, Not Harder"" -- **Duration:** 3 months -- **Channels:** - - **Social Media:** LinkedIn, Twitter, Reddit (subreddits related to AI, robotics, and software development) - - **Email Marketing:** Targeted newsletters to developers and tech professionals - - **Content Marketing:** Blog posts, case studies, and video tutorials - -**Tactics:** -- **Launch Announcement:** Create a press release and share it across tech news platforms and relevant forums. -- **Webinars:** Host live demos and Q&A sessions to showcase the tool's capabilities. -- **Influencer Partnerships:** Collaborate with industry influencers and thought leaders to review and promote the tool. -- **GitHub Engagement:** Encourage contributions and feedback from the developer community to foster a sense of ownership and collaboration. - -#### 5. Content Marketing Themes - -**Blog Post Ideas:** -- ""Understanding Swarm Intelligence: The Future of Distributed Systems"" -- ""How to Optimize Your Swarm Operations with Our Management Tool"" -- ""Real-World Applications of Swarm Management in Robotics and AI"" -- ""A Beginner's Guide to Orchestrating Agents in a Swarm"" -- ""Case Study: How [Company/Project] Improved Efficiency with Our Tool"" - -**Social Media Content:** -- **Tips & Tricks:** Quick tips on using the tool effectively. -- **User Testimonials:** Share success stories from early adopters. -- **Behind-the-Scenes:** Showcase the development process and team behind the tool. -- **Polls & Questions:** Engage the community by asking for feedback and feature requests. - -#### 6. Measurement and KPIs -- **Website Traffic:** Monitor the increase in traffic to the product landing page. -- **User Engagement:** Track social media engagement metrics (likes, shares, comments). -- **Conversion Rates:** Measure the number of downloads or sign-ups for the tool. -- **Community Growth:** Monitor GitHub repository stars, forks, and contributions. - -#### 7. Timeline -- **Month 1:** Launch campaign, create initial content, and engage with the community. -- **Month 2:** Host webinars, release case studies, and ramp up social media efforts. -- **Month 3:** Analyze performance, gather feedback, and adjust strategies as needed. - -By implementing this go-to-market strategy, the swarm management tool can effectively reach its target audience, establish a strong brand presence, and foster a vibrant community around the product.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Sales Strategy Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-To-Market Strategy for Swarm Management Tool - -#### Product Overview -The swarm management tool is designed to orchestrate and manage multiple agents in a swarm, enabling seamless coordination and enhanced performance in various applications such as robotics, IoT, and distributed computing. The product is currently hosted on GitHub, which allows for community engagement and iterative development. - ---- - -### Target Market -1. **Industries**: Robotics, IoT, Smart Cities, Logistics, Agriculture, and Research Institutions. -2. **Target Customers**: - - Robotics engineers and developers - - IoT solution providers - - Research labs focused on swarm intelligence - - Enterprises looking to implement swarm technologies for efficiency - ---- - -### Sales Channels -1. **Direct Sales**: - - Build a dedicated sales team to target enterprise customers. - - Utilize CRM tools to track leads and manage customer relationships. - -2. **Partnerships**: - - Collaborate with robotics and IoT companies to integrate the tool into their solutions. - - Partner with academic institutions for research collaborations and pilot projects. - -3. **Online Sales**: - - Create a dedicated website with a landing page for the tool, offering demos and trials. - - Utilize platforms like GitHub for community engagement and to drive traffic to the website. - -4. **Channel Resellers**: - - Identify and partner with resellers who specialize in robotics and IoT solutions. - -5. **Community Engagement**: - - Leverage GitHub for community contributions and feedback. - - Host webinars and workshops to educate potential users about the tool. - ---- - -### Sales Funnel -1. **Awareness**: - - Content marketing (blogs, whitepapers, case studies) focused on swarm intelligence and its applications. - - Social media campaigns targeting relevant industries. - -2. **Interest**: - - Free trials and demos to showcase the tool's capabilities. - - Engaging video tutorials and use-case scenarios. - -3. **Consideration**: - - Detailed product documentation and comparison with competitors. - - Customer testimonials and case studies from early adopters. - -4. **Intent**: - - Personalized follow-ups from the sales team. - - Special offers or discounts for early adopters. - -5. **Purchase**: - - Streamlined purchasing process on the website. - - Clear pricing models (subscription-based, one-time purchase, etc.). - -6. **Post-Purchase**: - - Onboarding and training sessions for new users. - - Ongoing support and community engagement to ensure satisfaction and retention. - ---- - -### Sales Pitch -**Elevator Pitch**: -""Introducing our revolutionary swarm management tool, designed to streamline the orchestration and management of multiple agents in a swarm. Whether you're developing robotics solutions, building IoT applications, or conducting research in swarm intelligence, our tool provides you with the flexibility and power to enhance performance and efficiency. With easy integration, robust support, and a vibrant community on GitHub, you can harness the full potential of swarm technology and stay ahead of the competition."" - -**Key Benefits**: -- **Scalability**: Easily manage thousands of agents with our intuitive interface. -- **Flexibility**: Adapt the tool to fit various applications, from robotics to IoT. -- **Community-Driven**: Benefit from community contributions and support through GitHub. -- **Cost-Effective**: Competitive pricing models that cater to startups and enterprises alike. -- **Expert Support**: Access to a team of experts ready to assist you in maximizing the tool's capabilities. - ---- - -### Customer Acquisition Strategies -1. **Content Marketing**: Regularly publish articles, tutorials, and case studies that highlight the benefits and applications of swarm management. -2. **SEO Optimization**: Optimize the website and GitHub repository for search engines to attract organic traffic. -3. **Webinars and Workshops**: Host online events to demonstrate the tool's functionality and engage with potential customers. -4. **Social Media Campaigns**: Use targeted ads on platforms like LinkedIn and Twitter to reach professionals in relevant industries. -5. **Influencer Partnerships**: Collaborate with industry influencers and thought leaders to promote the tool. -6. **Hackathons and Competitions**: Organize events that encourage developers to use the tool in innovative ways, showcasing its capabilities. - ---- - -### Conclusion -The go-to-market strategy for the swarm management tool focuses on leveraging direct sales, partnerships, and community engagement to effectively reach target customers. By utilizing a structured sales funnel and compelling sales pitches, the strategy aims to drive awareness, interest, and ultimately, adoption of the product in various industries.",2024-09-03T20:35:07.608483 -86db3a4b-ae21-4402-9007-649120932da5,Product Development Agent,Develop a detailed go-to-market strategy for launching a new product that helps orchestrate and manage multiple agents in a swarm. The product is currently a GitHub repository: github.com/kyegomez,"### Go-to-Market Strategy for Swarm Management Tool - -#### 1. **Market Research and Analysis** - - **Target Audience**: Identify key user segments such as developers, researchers in robotics, logistics companies, and industries utilizing automation and swarm intelligence. - - **Competitive Analysis**: Analyze existing products in the market that offer similar functionalities. Understand their strengths and weaknesses to position your product effectively. - - **User Needs Assessment**: Conduct surveys and interviews with potential users to gather insights on their pain points, desired features, and use cases. - -#### 2. **Value Proposition** - - Clearly articulate the unique value your product offers, such as: - - Enhanced coordination and communication among agents. - - Real-time monitoring and adjustments to swarm behavior. - - Scalability to manage varying numbers of agents seamlessly. - - User-friendly interface and robust documentation. - -#### 3. **Product Development Enhancements** - - **Feature Enhancements**: - - **User Interface**: Develop an intuitive dashboard for monitoring swarm activities and managing agent configurations. - - **Analytics**: Integrate analytics tools to provide insights into swarm performance and behavior. - - **Customizability**: Allow users to create custom agent behaviors and swarm formations. - - **Integration**: Ensure compatibility with popular programming languages and platforms (e.g., ROS, Python, etc.). - - **Technical Requirements**: - - **Scalability**: Utilize cloud-based solutions to handle varying loads and ensure high availability. - - **Security**: Implement robust security protocols to protect user data and agent communications. - - **Documentation**: Create comprehensive documentation and tutorials to facilitate onboarding. - -#### 4. **Marketing Strategy** - - **Branding**: Develop a strong brand identity that resonates with your target audience. - - **Content Marketing**: Create blog posts, whitepapers, and case studies demonstrating the benefits and applications of swarm management. - - **Social Media Campaigns**: Leverage platforms like LinkedIn, Twitter, and Reddit to engage with the tech community and promote your product. - - **Webinars and Demos**: Host live demonstrations and webinars to showcase the product's capabilities and gather real-time feedback. - -#### 5. **Sales Strategy** - - **Freemium Model**: Consider offering a freemium model to attract initial users and convert them into paying customers. - - **Partnerships**: Collaborate with educational institutions and research organizations to promote the tool in academic settings. - - **Direct Sales**: Build a sales team focused on approaching enterprises that could benefit from swarm management solutions. - -#### 6. **Launch Plan** - - **Beta Testing**: Initiate a closed beta with selected users to gather feedback and make necessary adjustments before the public launch. - - **Launch Event**: Organize a launch event (virtual or in-person) to introduce the product to the market, including demos, user testimonials, and expert talks. - - **Post-Launch Support**: Ensure robust customer support is in place to assist new users and gather feedback for future iterations. - -#### 7. **Feedback Loop and Iteration** - - Establish a system for collecting user feedback post-launch to continuously improve the product. - - Plan regular updates and feature releases based on user suggestions and market trends. - -#### 8. **Roadmap for Future Development** - - **Short-Term (0-6 months)**: - - Launch the product and gather user feedback. - - Introduce basic analytics features and improve documentation. - - **Mid-Term (6-12 months)**: - - Expand integrations with third-party tools and platforms. - - Enhance the user interface based on feedback. - - **Long-Term (1-2 years)**: - - Develop advanced features such as machine learning capabilities for predictive swarm behavior. - - Explore opportunities for entering new markets or industries. - -By following this structured go-to-market strategy, the swarm management tool can effectively penetrate the market, attract users, and establish itself as a leader in swarm orchestration and management.",2024-09-03T20:35:07.608483 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:52:09.206949_run_id_b64fd483974241cba91d295041b602f0 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:52:09.206949_run_id_b64fd483974241cba91d295041b602f0 2.csv deleted file mode 100644 index 8e69932e6..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:52:09.206949_run_id_b64fd483974241cba91d295041b602f0 2.csv +++ /dev/null @@ -1,1503 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Songwriter Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Title: ""Chasing Stars""** - -**Verse 1:** -In the city lights, where dreams collide, -We’re running wild, with nothing to hide. -Every heartbeat echoes, a rhythm so true, -With every step, I’m closer to you. - -**Pre-Chorus:** -We’ll break the silence, let the night unfold, -With every whisper, our story’s told. -So take my hand, let’s dance in the dark, -Together we’ll ignite a spark. - -**Chorus:** -We’re chasing stars, lighting up the sky, -With every moment, we’ll learn to fly. -No more shadows, just you and me, -In this endless night, we’re wild and free. -We’re chasing stars, oh can’t you see? -This is our time, just you and me. - -**Verse 2:** -Through the ups and downs, we’ll find our way, -With every heartbeat, we’ll seize the day. -The world is ours, let’s paint it bright, -With colors of love, we’ll own the night. - -**Pre-Chorus:** -We’ll break the silence, let the night unfold, -With every whisper, our story’s told. -So take my hand, let’s dance in the dark, -Together we’ll ignite a spark. - -**Chorus:** -We’re chasing stars, lighting up the sky, -With every moment, we’ll learn to fly. -No more shadows, just you and me, -In this endless night, we’re wild and free. -We’re chasing stars, oh can’t you see? -This is our time, just you and me. - -**Bridge:** -And when the dawn breaks, we’ll still be here, -With dreams in our hearts, and nothing to fear. -We’ll write our story, page by page, -In this beautiful life, we’ll set the stage. - -**Chorus:** -We’re chasing stars, lighting up the sky, -With every moment, we’ll learn to fly. -No more shadows, just you and me, -In this endless night, we’re wild and free. -We’re chasing stars, oh can’t you see? -This is our time, just you and me. - -**Outro:** -So let’s keep running, don’t look back, -With every heartbeat, we’re on the right track. -We’re chasing stars, forever we’ll be, -In this cosmic dance, just you and me. - ---- - -These lyrics are designed to be catchy and resonate with a youthful audience, capturing themes of love, freedom, and adventure. The chorus is particularly memorable, making it ideal for a pop or dance track. Let me know if you need any adjustments or additional sections!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To produce a music track and accompanying music video, we will follow a structured process that includes collaboration with the songwriter, sound engineer, and singer, while also planning for promotion and distribution. Here’s a step-by-step outline: - -### 1. **Song Development** - - **Collaboration with Songwriter**: - - Review the lyrics and melody. - - Discuss the song's theme, mood, and target audience. - - Ensure the structure (verse, chorus, bridge) is solid and flows well. - -### 2. **Pre-Production** - - **Arrange Instrumentation**: - - Work with the sound engineer to select instruments that complement the lyrics and vocals. - - Create a demo version to visualize the arrangement. - - **Rehearsals**: - - Schedule rehearsals with the singer to ensure vocal delivery matches the emotional tone of the song. - -### 3. **Recording** - - **Vocal Recording**: - - Book studio time for vocal tracking. - - Ensure the singer is comfortable and ready to deliver their best performance. - - **Instrumental Tracking**: - - Record instruments (drums, bass, guitars, keyboards, etc.) in layers, ensuring each element is polished. - - **Editing**: - - Edit the recorded tracks for timing, pitch, and overall quality. - -### 4. **Mixing and Mastering** - - **Mixing**: - - Work closely with the sound engineer to balance levels, EQ, and effects to create a cohesive sound. - - Ensure the vocals sit well in the mix and are clear. - - **Mastering**: - - Finalize the track for distribution, ensuring it meets industry standards for loudness and clarity. - -### 5. **Music Video Production** - - **Concept Development**: - - Brainstorm ideas for the music video that align with the song’s theme. - - **Storyboarding**: - - Create a storyboard to visualize scenes, camera angles, and transitions. - - **Filming**: - - Schedule and conduct the shoot, ensuring high production quality. - - **Editing**: - - Edit the footage, adding effects and ensuring it syncs well with the track. - -### 6. **Promotion and Distribution** - - **Create a Marketing Plan**: - - Identify target audiences and platforms (social media, streaming services, etc.). - - Develop promotional materials (teasers, posters, social media content). - - **Release Strategy**: - - Plan a release date and build anticipation through countdowns and sneak peeks. - - **Distribution**: - - Distribute the track to streaming platforms (Spotify, Apple Music, etc.) and ensure the music video is uploaded to YouTube and other video platforms. - - **Engagement**: - - Engage with fans through social media, live Q&A sessions, and behind-the-scenes content. - -### 7. **Post-Release** - - **Monitor Performance**: - - Track streaming numbers, views, and audience engagement. - - **Feedback and Adjustments**: - - Gather feedback and be open to making adjustments in future projects based on audience response. - -By following this structured approach, we can create a polished music track and an engaging music video, while effectively promoting and distributing the final products to reach a wide audience. Let’s get started!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Sound Engineer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To create a successful music track and accompanying music video, here’s a step-by-step approach: - -### Music Track Production - -1. **Songwriting and Composition**: - - Collaborate with songwriters to develop lyrics and melodies. - - Ensure the song structure (verse, chorus, bridge) is engaging. - -2. **Recording**: - - Use high-quality microphones and recording equipment for vocals and instruments. - - Record each instrument separately for better control during mixing. - -3. **Mixing**: - - **Balance Levels**: Ensure all instruments and vocals are balanced in the mix. - - **EQ Adjustments**: - - Enhance the clarity of the vocals by boosting around 3-5 kHz. - - Cut any muddiness in the low frequencies (below 200 Hz) for instruments. - - **Compression**: Apply compression to vocals and instruments to maintain a consistent volume level. - - **Reverb and Delay**: Add reverb to create space and depth, and use delay for vocal effects where appropriate. - - **Panning**: Use stereo panning to create a wider soundstage, placing instruments in different positions in the stereo field. - -4. **Mastering**: - - Ensure the final track is polished and loud enough for commercial release. - - Use limiting to increase overall loudness without distorting the sound. - - Check the track on various playback systems (headphones, speakers, etc.) to ensure it translates well across all formats. - -### Music Video Production - -1. **Concept Development**: - - Create a concept that aligns with the song’s theme and message. - - Storyboard the video to plan shots and transitions. - -2. **Filming**: - - Choose locations that enhance the visual storytelling. - - Use professional cameras and lighting equipment to ensure high-quality visuals. - - Capture various angles and shots (wide, close-up, etc.) for dynamic editing. - -3. **Editing**: - - Edit the footage to match the rhythm and flow of the music. - - Incorporate effects, transitions, and color grading to enhance the visual appeal. - - Sync the audio track with the video accurately. - -### Promotion and Distribution - -1. **Social Media Marketing**: - - Create teaser clips and behind-the-scenes content to generate buzz. - - Use platforms like Instagram, TikTok, and YouTube to reach a wider audience. - -2. **Music Platforms**: - - Distribute the track on streaming platforms (Spotify, Apple Music, etc.) using a distribution service. - - Submit the music video to YouTube and other video platforms. - -3. **Press and Media**: - - Reach out to music blogs, influencers, and local radio stations for features and interviews. - - Consider creating a press release to announce the release of the track and video. - -4. **Live Performances**: - - Plan live performances or virtual concerts to engage with fans and promote the new release. - -By following these steps, you can effectively produce, promote, and distribute a music track and video that resonates with a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Singer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","Absolutely! Let's break this down into steps to ensure a successful collaboration for the music track and video. - -### Step 1: Song Development -- **Songwriter Collaboration**: Work closely with the songwriter to understand the themes, lyrics, and emotions behind the song. Discuss the overall vibe and message you want to convey. -- **Vocal Style**: Experiment with different vocal styles and techniques that align with the song's genre. Consider whether you want a powerful delivery, a soft touch, or something more playful. - -### Step 2: Recording the Vocals -- **Multiple Takes**: Record several takes of each section of the song to capture various vocal nuances. This will provide options for the producer to choose the best performances. -- **Emotion and Expression**: Focus on delivering the right emotion in each line. Pay attention to dynamics, phrasing, and articulation to enhance the overall impact. - -### Step 3: Music Production -- **Collaboration with Producer**: Work with the music producer to arrange the track, adding layers and harmonies where necessary. Discuss instrumentation and any additional elements that can enhance the song. -- **Feedback Loop**: Share your thoughts on the production and be open to feedback. This collaborative process will help refine the track. - -### Step 4: Music Video Planning -- **Concept Development**: Brainstorm ideas for the music video that align with the song's themes. Consider visuals that enhance the storytelling aspect. -- **Storyboarding**: Create a storyboard to outline scenes, camera angles, and choreography (if applicable). This will help in the filming process. - -### Step 5: Promotion and Distribution -- **Marketing Strategy**: Work with the team to develop a marketing strategy that includes social media promotion, press releases, and potential partnerships with influencers. -- **Distribution Channels**: Plan for distribution on platforms like Spotify, Apple Music, and YouTube. Consider submitting the track to playlists and music blogs for additional exposure. - -### Step 6: Engagement with Audience -- **Social Media Interaction**: Engage with fans through social media by sharing behind-the-scenes content, teasers, and updates leading up to the release. -- **Live Performances**: Consider scheduling live performances or virtual events to promote the track and connect with your audience. - -By following these steps and maintaining open communication throughout the process, we can create a compelling music track and video that resonates with listeners. Let's get started!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Director Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Concept Development** - -**Song Title:** ""Echoes of Tomorrow"" -**Artist:** [Insert Artist Name] -**Theme:** The song explores themes of hope, resilience, and the journey toward a brighter future despite life's challenges. - -**Creative Concept:** - -1. **Visual Style:** - - **Color Palette:** Use a mix of warm and cool tones to represent the contrast between struggle and hope. Warm colors (oranges, yellows) will symbolize hope, while cool colors (blues, grays) will represent challenges. - - **Cinematography:** Utilize a mix of handheld and steady shots to create an intimate yet dynamic feel. Slow-motion sequences will highlight emotional moments. - -2. **Narrative Structure:** - - **Opening Scene:** The video opens in a dimly lit room, where the artist is seen reflecting on their past (represented by old photographs scattered around). This sets the tone of introspection. - - **Verse 1:** As the music begins, the artist walks through a cityscape, capturing the hustle and bustle of life. Quick cuts show people facing their daily struggles, emphasizing the song's theme of resilience. - - **Chorus:** The visuals shift to a bright outdoor setting, symbolizing hope. The artist performs with a group of diverse individuals who represent different backgrounds, all coming together to celebrate life and unity. - - **Verse 2:** Flashbacks of personal struggles (e.g., a dancer practicing alone, an artist painting, a student studying late) are interspersed with scenes of collaboration and support among friends. - - **Bridge:** A powerful dance sequence featuring a group of dancers expressing their emotions through movement, symbolizing the release of pain and the embrace of hope. - - **Final Chorus:** The video culminates in a large outdoor gathering, where everyone joins together, dancing and celebrating under a vibrant sunset, signifying a collective hope for the future. - -3. **Symbolism:** - - **Mirrors:** Throughout the video, mirrors will be used to symbolize self-reflection and the idea of seeing one's true potential. - - **Nature Elements:** Incorporate elements like flowers blooming and sunlight breaking through clouds to visually represent growth and hope. - -4. **Locations:** - - **Urban Environment:** City streets, parks, and rooftops to capture the essence of daily life. - - **Nature Settings:** A beautiful park or beach for the hopeful outdoor scenes, emphasizing the connection to nature and renewal. - -5. **Costume and Styling:** - - **Artist's Wardrobe:** A mix of casual yet stylish outfits that evolve from darker tones in the beginning to brighter, more colorful attire as the video progresses. - - **Supporting Cast:** Diverse outfits that reflect individuality but also a sense of unity, showcasing different cultures and backgrounds. - -**Production Coordination:** - -- **Pre-Production:** - - **Casting:** Select a diverse group of extras to represent various backgrounds and experiences. - - **Location Scouting:** Identify and secure locations that align with the narrative and visual style. - - **Rehearsals:** Schedule rehearsals for dance sequences and key performances. - -- **Production:** - - **Shooting Schedule:** Plan a timeline for each scene, ensuring efficient use of time and resources. - - **Crew Coordination:** Work closely with the director of photography, choreographer, and production designer to ensure a cohesive vision. - -- **Post-Production:** - - **Editing:** Collaborate with the editor to create a rhythm that matches the song's tempo, ensuring emotional beats align with visual peaks. - - **Color Grading:** Enhance the color palette to reflect the song's journey from struggle to hope. - -**Promotion and Distribution:** - -- **Teaser Campaign:** Release short clips and behind-the-scenes footage on social media to build anticipation. -- **Launch Event:** Host a virtual or in-person premiere of the music video, inviting fans and influencers to engage with the artist. -- **Distribution Strategy:** Utilize platforms like YouTube, Spotify, and social media to reach a wide audience, along with targeted ads to increase visibility. - -This concept aims to create a visually stunning and emotionally resonant music video that captures the essence of ""Echoes of Tomorrow,"" inspiring viewers to embrace hope and resilience in their own lives.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Editor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To create an engaging music video, follow these steps for editing the footage and enhancing the final product: - -### **Editing the Music Video** - -1. **Review Footage:** - - Watch all the raw footage and take notes on the best takes, performances, and visually striking moments. - -2. **Establish a Storyline:** - - Decide on a central theme or narrative for the music video. This can be based on the song's lyrics or mood. - -3. **Create a Rough Cut:** - - Assemble the footage in a timeline, laying out the selected clips in sync with the music. Focus on key moments that align with the song's rhythm and lyrics. - -4. **Use Dynamic Cuts:** - - Incorporate quick cuts during high-energy sections of the song to maintain viewer engagement. Use slower cuts for emotional or significant moments. - -5. **Transitions:** - - Experiment with transitions (such as fades, wipes, and zooms) to create a seamless flow between scenes. Use transitions that match the song’s tone—smooth for ballads, sharper for upbeat tracks. - -6. **Visual Effects:** - - Add visual effects like color grading to enhance the mood. Bright colors can energize the video, while muted tones can evoke emotion. - -7. **Incorporate B-Roll:** - - Include B-roll footage that complements the main performance. This can be behind-the-scenes shots, crowd reactions, or scenic visuals that add depth. - -8. **Text and Graphics:** - - If applicable, add text overlays for song titles, artist names, and social media handles. Ensure they are stylish but not distracting. - -9. **Syncing Audio:** - - Ensure the audio track is perfectly synced with the visuals. Adjust any lag or timing issues to enhance the overall experience. - -10. **Final Review:** - - Watch the video several times to catch any inconsistencies or areas for improvement. Get feedback from collaborators or peers. - -### **Promotion and Distribution** - -1. **Create a Release Plan:** - - Outline a timeline for the video launch, including teasers leading up to the release date. - -2. **Social Media Strategy:** - - Develop a promotional campaign on platforms like Instagram, TikTok, and Twitter. Use snippets and behind-the-scenes content to build anticipation. - -3. **YouTube Release:** - - Upload the video to YouTube with an engaging title, description, and relevant tags to enhance discoverability. - -4. **Collaborate with Influencers:** - - Reach out to influencers or music bloggers to share the video and gain wider exposure. - -5. **Engage with Fans:** - - Encourage fans to share the video and use a specific hashtag to create a community around the release. - -6. **Monitor Performance:** - - Keep track of views, likes, shares, and comments to gauge audience engagement and feedback. - -By following these steps, you can create a captivating music video that not only showcases the track effectively but also resonates with a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively manage the production of the music video for Swarms Corp, we will follow these steps: - -### Pre-Production - -1. **Budgeting**: - - Estimate total costs including studio time, equipment rental, crew salaries, location fees, post-production, and marketing. - - Allocate funds for unexpected expenses (typically 10-15% of the total budget). - -2. **Scheduling**: - - Create a timeline for the entire project, including pre-production, shooting days, post-production, and release. - - Schedule the video shoot, ensuring availability of the artist, crew, and location. - -3. **Casting and Crew**: - - Hire a director, cinematographer, and production crew. - - Cast any additional actors or dancers required for the video. - -4. **Location Scouting**: - - Identify and secure locations for the shoot, considering logistics like permits and accessibility. - -5. **Shot List and Storyboard**: - - Collaborate with the director to create a shot list and storyboard that aligns with the vision for the music video. - -### Production - -6. **Shooting the Video**: - - Ensure that all equipment is prepared and ready for the shoot. - - Coordinate the logistics on the shooting days, including transportation, catering for the crew, and managing the schedule. - - Oversee the set to ensure everything runs smoothly and remains on schedule. - -### Post-Production - -7. **Editing**: - - Work with an editor to compile footage, add effects, and finalize the music video. - - Schedule review sessions to ensure the final product meets expectations. - -8. **Feedback and Revisions**: - - Gather feedback from stakeholders and make necessary adjustments before finalizing the video. - -### Promotion and Distribution - -9. **Marketing Strategy**: - - Develop a marketing plan that includes social media promotion, press releases, and potential partnerships with influencers. - - Create teasers and behind-the-scenes content to generate buzz. - -10. **Distribution**: - - Plan the release strategy (platforms, timing, etc.) for the music video. - - Upload the video to various platforms (YouTube, Vimeo, social media) and monitor engagement. - -11. **Follow-up**: - - Analyze the performance of the music video and track audience engagement. - - Gather feedback to inform future projects. - -### Timeline Example -- **Week 1-2**: Budgeting, scheduling, casting, and location scouting. -- **Week 3**: Finalize production team and finalize shot list/storyboard. -- **Week 4**: Shoot the music video. -- **Week 5-6**: Post-production (editing, revisions). -- **Week 7**: Marketing rollout and distribution. - -### Budget Example -- **Total Budget**: $20,000 - - Equipment Rental: $5,000 - - Crew Salaries: $8,000 - - Location Fees: $2,000 - - Post-Production: $3,000 - - Marketing: $2,000 - -By following these steps and maintaining clear communication with all parties involved, we can ensure the successful completion of the music video on time and within budget.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Marketer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Marketing Strategy for Music Video Promotion** - -**1. Define Target Audience:** - - Identify demographics such as age, gender, location, and interests of potential listeners. - - Analyze similar artists' fan bases to tailor the campaign. - -**2. Pre-Launch Strategy:** - - **Teaser Campaign**: Create anticipation by sharing short clips or behind-the-scenes footage of the video on social media. - - **Countdown Posts**: Use a countdown to the release date on platforms like Instagram Stories and Twitter to build excitement. - - **Email Newsletter**: Leverage an email list to share exclusive sneak peeks and reminders about the release date. - -**3. Social Media Campaigns:** - - **Instagram & TikTok Challenges**: Create a dance or lip-sync challenge related to the song, encouraging fans to participate and share their videos. - - **Hashtag Campaign**: Develop a unique hashtag (e.g., #SongTitleChallenge) to track engagement and encourage sharing. - - **Live Q&A**: Host a live session on platforms like Instagram or Facebook where the artist discusses the song's inspiration and answers fan questions. - -**4. Influencer Collaborations:** - - Partner with influencers and content creators to promote the music video. They can create content using the song, share their thoughts, or even participate in the challenges. - - Offer influencers exclusive access to the video before its release for them to create buzz within their communities. - -**5. Video Distribution:** - - **YouTube Premiere**: Schedule a premiere for the music video on YouTube to encourage real-time engagement and chat with fans. - - **Cross-Promotion**: Share the video across all social media platforms (Facebook, Twitter, Instagram, TikTok, Snapchat) with engaging captions and snippets. - -**6. Paid Advertising:** - - **Social Media Ads**: Run targeted ads on platforms like Instagram, Facebook, and TikTok to reach a wider audience. - - **YouTube Ads**: Utilize YouTube ads to promote the music video to users based on their music preferences. - -**7. Engagement Tactics:** - - **Fan Contests**: Host a contest where fans can win merchandise or a virtual meet-and-greet by sharing the video or creating content related to it. - - **Comments and Replies**: Actively engage with fans in the comments section of the video and on social media to foster a community. - -**8. Post-Launch Strategy:** - - **Follow-Up Content**: Share behind-the-scenes content, making-of videos, and interviews discussing the music video to keep the momentum going. - - **Streaming Platforms**: Ensure the song is available on all major streaming services (Spotify, Apple Music, etc.) and promote playlists featuring the song. - -**9. Analyze and Adjust:** - - Monitor engagement metrics across all platforms (views, shares, comments) to understand what strategies are working. - - Be flexible and ready to adjust the marketing plan based on audience feedback and engagement levels. - -**10. Collaborate with Music Blogs and Podcasts:** - - Reach out to music bloggers and podcasters for features, interviews, or reviews of the music video to tap into their audiences. - -By implementing this comprehensive marketing strategy, the music video can gain maximum visibility and engagement across various platforms, ultimately reaching a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Distributor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively distribute the music track and music video, follow these steps: - -### 1. **Upload the Music Video** - - **YouTube**: Create a visually appealing thumbnail and optimize the title, description, and tags for searchability. Consider using YouTube Premiere for a launch event. - - **Vimeo**: Upload the video for a more professional presentation and to reach a different audience. - -### 2. **Distribute the Music Track** - - **Streaming Services**: Use a digital distribution service (like DistroKid, TuneCore, or CD Baby) to upload the track to platforms such as Spotify, Apple Music, Amazon Music, and Tidal. - - **SoundCloud**: Share the track on SoundCloud to engage with independent music communities. - -### 3. **Social Media Promotion** - - **Instagram**: Share snippets of the video and behind-the-scenes content. Use Stories and Reels to engage followers. - - **TikTok**: Create a challenge or trend around the music track to encourage user-generated content. - - **Facebook**: Post updates, teasers, and share the video in relevant groups. - -### 4. **Engage with Influencers and Bloggers** - - Reach out to music bloggers and influencers in your genre. Offer them exclusive previews or interviews to generate buzz. - - Consider collaborating with TikTok or Instagram influencers to promote the track through their channels. - -### 5. **Email Marketing** - - Build an email list and send out a newsletter announcing the release. Include links to the video and streaming platforms. - -### 6. **Press Release** - - Write a press release about the music video and track, highlighting unique aspects. Distribute it to music news websites and local media outlets. - -### 7. **Playlists and Radio** - - Submit the track to Spotify playlists, especially those curated for emerging artists. - - Contact local and online radio stations to feature the track. - -### 8. **Live Performances and Events** - - Schedule live performances or virtual concerts to promote the release. Use platforms like Instagram Live, Facebook Live, or YouTube Live. - -### 9. **Advertising** - - Consider running ads on social media platforms to target specific demographics. Use engaging snippets from the video as ad content. - -### 10. **Engagement and Follow-Up** - - Engage with your audience through comments and messages. Encourage them to share the video and track. - - Monitor the performance of your distribution efforts and adjust strategies as needed. - -By following these steps, you can ensure that your music track and video reach a wide audience effectively.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Songwriter Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Verse 1** -In the city lights, where the dreams collide, -Chasing all the stars with you by my side, -Heartbeat racing, like a wild parade, -We’ll dance through the night, never be afraid. - -**Pre-Chorus** -Let the rhythm take control, -Feel the music in your soul, -Together we’ll ignite the fire, -Burning bright, lifting higher. - -**Chorus** -So let’s rise up, break the chains, -Scream our love in all the lanes, -With every step, we’ll own the night, -Together we’re unstoppable, shining bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, breaking through the screens, -With our hearts wide open, -We’ll make our own scene. - -**Verse 2** -Underneath the stars, we’ll write our fate, -Every laugh and tear, yeah, it's never too late, -A story unwritten, but we’ll make it real, -With every rhythm, you know how I feel. - -**Pre-Chorus** -Let the rhythm take control, -Feel the music in your soul, -Together we’ll ignite the fire, -Burning bright, lifting higher. - -**Chorus** -So let’s rise up, break the chains, -Scream our love in all the lanes, -With every step, we’ll own the night, -Together we’re unstoppable, shining bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, breaking through the screens, -With our hearts wide open, -We’ll make our own scene. - -**Bridge** -When the world tries to bring us down, -We’ll stand tall, wearing our crown, -No more limits, we’ll defy, -With you, I know we’ll always fly. - -**Chorus** -So let’s rise up, break the chains, -Scream our love in all the lanes, -With every step, we’ll own the night, -Together we’re unstoppable, shining bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, breaking through the screens, -With our hearts wide open, -We’ll make our own scene. - -**Outro** -Yeah, together, we’ll make our own scene, -With our hearts wide open, drowning in dreams. -Oh-oh-oh, come on and rise, -Together unstoppable, reaching for the skies. - ---- - -Feel free to collaborate with the music producer and singer on any adjustments to enhance the flow and fit with the melody!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To successfully produce a music track and a music video, and then promote and distribute them effectively, we can break down the process into several key steps: - -### 1. **Pre-Production** - - **Songwriting**: Collaborate with the songwriter to finalize the lyrics and melody. Ensure the song has a clear theme and structure (verse, chorus, bridge). - - **Arrangement**: Work with the sound engineer to create an arrangement that complements the lyrics and enhances the emotional impact of the song. Decide on the instrumentation and overall sound. - -### 2. **Production** - - **Recording**: Schedule studio time for the singer to record the vocals. Ensure the environment is conducive to capturing high-quality sound. - - **Instrumentation**: Record the instrumental elements, including drums, bass, guitars, keyboards, and any other necessary instruments. Pay attention to the arrangement to ensure all elements work together harmoniously. - - **Mixing**: Once all elements are recorded, the sound engineer will mix the track, balancing levels, adding effects, and ensuring clarity and cohesion. - -### 3. **Music Video Production** - - **Concept Development**: Brainstorm ideas for the music video that align with the song's theme. Create a storyboard to visualize the scenes. - - **Filming**: Organize a shoot with a director and crew. Ensure the visuals complement the song and convey the intended message. - - **Editing**: Edit the footage to create a polished final product. Incorporate effects, transitions, and color grading to enhance the visual appeal. - -### 4. **Promotion and Distribution** - - **Marketing Strategy**: Develop a marketing plan that includes social media promotion, press releases, and potential partnerships with influencers or music blogs. - - **Distribution**: Choose distribution platforms (Spotify, Apple Music, YouTube, etc.) to release the track and video. Consider using a digital distributor to reach a wider audience. - - **Engagement**: Engage with fans through social media, live performances, and promotional events. Encourage sharing and interaction to build momentum. - -### 5. **Post-Release** - - **Feedback and Analysis**: Monitor the response to the track and video. Gather feedback from listeners and viewers to understand what resonates. - - **Adjust Marketing Efforts**: Based on the feedback and analytics, adjust marketing strategies to maximize reach and engagement. - -By following these steps, we can create a cohesive and polished music track and video that resonates with the audience and achieves successful promotion and distribution. Let’s get started on each phase!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Sound Engineer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively produce a music track and a music video, followed by promotion and distribution, here’s a step-by-step plan: - -### Music Track Production - -1. **Songwriting and Composition**: - - Collaborate with songwriters to create compelling lyrics and melodies. - - Decide on the genre and style of the track. - -2. **Recording**: - - Book a professional studio or set up a home studio. - - Record vocals and instruments, ensuring high-quality audio capture. - -3. **Mixing**: - - Balance levels between vocals and instruments. - - Use EQ to enhance clarity, especially for the vocals. - - Apply compression to control dynamics and add punch. - - Add reverb and delay for depth and space. - -4. **Mastering**: - - Finalize the track by ensuring it sounds polished and cohesive. - - Adjust overall loudness and ensure it translates well across different playback systems. - -### Music Video Production - -1. **Concept Development**: - - Brainstorm ideas that align with the song's theme. - - Create a storyboard to visualize the scenes. - -2. **Filming**: - - Hire a director and crew to shoot the video. - - Choose locations that enhance the visual storytelling. - - Ensure high-quality video capture with good lighting and camera equipment. - -3. **Editing**: - - Edit the footage to match the rhythm and mood of the song. - - Add effects, transitions, and color grading to enhance the visual appeal. - -### Promotion and Distribution - -1. **Marketing Strategy**: - - Identify the target audience and platforms (social media, streaming services). - - Create promotional materials (teasers, posters, behind-the-scenes content). - -2. **Release Plan**: - - Choose a release date and create a countdown on social media. - - Distribute the track to streaming platforms (Spotify, Apple Music, etc.) and upload the music video to YouTube. - -3. **Engagement**: - - Engage with fans through social media, live Q&A sessions, and virtual events. - - Collaborate with influencers and bloggers to reach a wider audience. - -4. **Performance**: - - Plan live performances or virtual concerts to promote the track. - - Consider submitting the track to radio stations and music blogs for additional exposure. - -By following these steps, you can effectively produce, promote, and distribute your music track and video to reach a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Singer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","Sure! Let's break down the process for creating the music track and music video, as well as the promotion strategy. - -### Step 1: Music Track Production -1. **Songwriting Collaboration**: Work with the songwriter to finalize the lyrics and melody. Discuss the theme and emotion of the song. -2. **Vocal Recording**: - - Set up a comfortable recording environment. - - Record multiple takes of each section (verses, chorus, bridge) to capture different vocal nuances. - - Experiment with vocal delivery styles (e.g., soft, powerful, emotional) to find the best fit. -3. **Vocal Editing**: Select the best takes and edit them for pitch, timing, and clarity. Add harmonies or backing vocals if needed. -4. **Mixing and Mastering**: Collaborate with the music producer to mix the track, ensuring that the vocals sit well within the instrumentation. Master the final version for distribution. - -### Step 2: Music Video Production -1. **Concept Development**: Brainstorm ideas for the music video that align with the song's theme. Create a storyboard outlining key scenes. -2. **Location Scouting**: Choose locations that enhance the visual storytelling. Consider indoor and outdoor settings. -3. **Filming**: Work with a director and crew to film the video, capturing dynamic performances and engaging visuals. Ensure to include close-ups of the vocals and emotional expressions. -4. **Editing**: Edit the footage to create a cohesive narrative that complements the music. Add effects, transitions, and color grading to enhance the visual appeal. - -### Step 3: Promotion and Distribution -1. **Social Media Strategy**: Create teaser clips and behind-the-scenes content to build anticipation. Use platforms like Instagram, TikTok, and YouTube. -2. **Music Platforms**: Distribute the track on streaming platforms (Spotify, Apple Music, etc.) and upload the music video to YouTube. -3. **Press Release and Outreach**: Write a press release announcing the track and video. Reach out to music blogs, influencers, and local radio stations for coverage. -4. **Engagement**: Host a virtual release party or Q&A session to engage with fans. Encourage them to share the track and video on their social media. - -### Step 4: Feedback and Iteration -1. **Monitor Response**: Track engagement metrics (views, streams, shares) to understand audience reception. -2. **Gather Feedback**: Encourage listeners to provide feedback and use it to inform future projects. - -By following these steps, we can create a captivating music track and video that resonates with a wide audience. Let’s get started! What are the next steps you’d like to take?",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Director Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Concept Development** - -**Song Title:** ""Echoes of Tomorrow"" -**Artist:** [Artist Name] -**Theme:** The song explores themes of hope, resilience, and the journey towards a brighter future. It juxtaposes the struggles of the present with the aspirations for a better tomorrow. - -**Concept Overview:** -The music video will visually narrate a journey from darkness to light, symbolizing the transition from despair to hope. It will incorporate elements of nature, urban landscapes, and personal moments to create a relatable and inspiring story. - -**Visual Elements:** -1. **Opening Scene:** - - A dimly lit room with the artist sitting alone, reflecting on their struggles. Shadows play on the walls, symbolizing the weight of their emotions. - - Close-up shots of the artist’s face, capturing raw emotions. - -2. **Transition:** - - As the beat drops, the room begins to fill with light. The artist stands up, and the camera follows them as they step outside into a bustling city. - - Quick cuts of urban life: people rushing, cars honking, and the chaos of everyday life. - -3. **Nature Interlude:** - - The scene shifts to serene nature settings: a forest, a beach at sunrise, and mountains. This symbolizes the artist’s internal journey towards peace and clarity. - - Slow-motion shots of the artist interacting with nature (e.g., running through a field, feeling the wind). - -4. **Community Connection:** - - The artist meets various individuals who represent different struggles (e.g., a single parent, a student, an elderly person). They share brief moments of connection, emphasizing the theme of unity and support. - - Shots of laughter, shared smiles, and moments of kindness. - -5. **Climactic Build-Up:** - - As the song reaches its climax, the artist returns to the city, but this time the atmosphere is different. People are smiling, helping each other, and engaging in acts of kindness. - - The artist performs in the middle of a vibrant street, surrounded by a diverse crowd, symbolizing hope and collective strength. - -6. **Closing Scene:** - - The video ends with the artist standing on a rooftop at sunset, looking out over the city. The camera pans out to show the skyline, representing endless possibilities. - - Fade to black with the text: ""Together, we rise."" - -**Production Coordination:** -- **Location Scouting:** Identify urban and natural locations that align with the concept. Ensure accessibility and permits are secured. -- **Casting:** Select diverse individuals to represent the community scenes, focusing on authenticity and relatability. -- **Wardrobe:** Plan outfits that reflect the artist’s style while also embodying the themes of struggle and hope. -- **Cinematography:** Utilize a mix of handheld and steady shots to create an intimate yet dynamic feel. Incorporate drone shots for the nature and skyline scenes. - -**Collaboration with Video Producer and Editor:** -- **Storyboarding:** Create a detailed storyboard outlining each scene, camera angles, and transitions. -- **Editing Style:** Discuss a vibrant color palette that evolves from dark to bright, reflecting the song's journey. Use smooth transitions and rhythmic cuts to match the music’s tempo. -- **Post-Production:** Plan for visual effects that enhance emotional moments (e.g., light flares, slow-motion sequences). - -**Promotion and Distribution Strategy:** -1. **Teaser Campaign:** Release short teasers on social media leading up to the video launch, highlighting key visuals and the song’s message. -2. **Launch Event:** Host a virtual or in-person premiere, inviting fans and media to engage with the artist and the video. -3. **Social Media Engagement:** Encourage fans to share their own stories of resilience using a dedicated hashtag, creating a community around the song. -4. **Streaming Platforms:** Distribute the video on major platforms (YouTube, Vevo) and promote it through playlists and collaborations with influencers. - -By combining a compelling narrative with visually stunning elements, ""Echoes of Tomorrow"" will resonate with audiences and inspire them to embrace hope and connection.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Editor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To create an engaging music video that complements the track produced by Swarms Corp, follow these steps: - -### Pre-Production - -1. **Concept Development**: - - Collaborate with the artist to define the theme and story of the song. - - Create a storyboard that outlines the key scenes and visuals to accompany the lyrics. - -2. **Location Scouting**: - - Choose visually appealing locations that enhance the mood of the track. This could include urban settings, nature, or studio setups. - -3. **Casting**: - - Select actors or dancers who can portray the emotions and energy of the song effectively. - -4. **Schedule**: - - Plan a shooting schedule that maximizes daylight and allows for multiple takes. - -### Production - -1. **Filming**: - - Use a variety of shots (wide, medium, close-ups) to keep the video dynamic. - - Capture performance shots of the artist, as well as narrative-driven scenes that align with the song's lyrics. - -2. **B-Roll**: - - Film additional footage that can be used to enhance the storytelling, such as scenery, audience reactions, or behind-the-scenes moments. - -### Post-Production - -1. **Editing**: - - Sync the video footage with the music track precisely. - - Use cuts to emphasize key moments in the song, such as drops or climaxes. - - Incorporate transitions (like fades, wipes, or dissolves) that match the rhythm and mood of the track. - -2. **Color Grading**: - - Apply color correction to ensure consistency throughout the video. - - Use color grading techniques to evoke a particular mood that complements the song. - -3. **Visual Effects**: - - Add subtle effects if appropriate, such as light flares or animated elements that enhance the visuals without overshadowing the performance. - -4. **Final Touches**: - - Include titles, credits, and any necessary branding elements. - - Ensure the audio levels are balanced, making sure the song is clear and prominent. - -### Distribution and Promotion - -1. **Launch Strategy**: - - Choose the best platforms to release the music video, such as YouTube, social media, and music streaming services. - - Create teaser clips leading up to the release to generate interest. - -2. **Engagement**: - - Encourage viewers to share the video and use hashtags to increase visibility. - - Consider collaborations with influencers or music bloggers for additional reach. - -3. **Monitoring**: - - Track the performance of the video through analytics to understand audience engagement and adjust future promotional strategies accordingly. - -By following these steps, the final music video will not only be visually appealing but also resonate with the audience, enhancing the overall experience of the track produced by Swarms Corp.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Production Plan** - -**1. Pre-Production Phase** - - **Budgeting**: - - Determine total budget for the track and video. - - Allocate funds for production, post-production, marketing, and distribution. - - **Concept Development**: - - Collaborate with the artist and creative team to finalize the concept/theme of the video. - - Create a storyboard to visualize scenes and shots. - - **Location Scouting**: - - Identify and secure locations for filming. - - Obtain necessary permits for shooting. - - **Casting**: - - Cast actors/extras if needed. - - Schedule auditions and finalize the cast. - -**2. Production Phase** - - **Scheduling**: - - Create a shooting schedule detailing dates, times, and locations for each scene. - - Coordinate with the cast and crew to ensure availability. - - **Equipment Rental**: - - Rent necessary filming equipment, including cameras, lights, and sound gear. - - **Production Team**: - - Hire a director, cinematographer, production assistants, and other crew members. - - **Filming**: - - Oversee the filming process to ensure the vision is executed. - - Manage the production team and resolve any on-set issues. - -**3. Post-Production Phase** - - **Editing**: - - Work with an editor to cut the footage, add effects, and finalize the video. - - **Sound Design**: - - Ensure the music track is properly synced and mixed with the video. - - **Feedback and Revisions**: - - Conduct screenings for initial feedback and make necessary adjustments. - -**4. Promotion and Distribution** - - **Marketing Strategy**: - - Develop a marketing plan to promote the track and video. - - Utilize social media, press releases, and influencer partnerships to reach a wider audience. - - **Release Schedule**: - - Plan the release date for the music track and video. - - Consider timing for maximum impact (e.g., avoiding competition with major releases). - - **Distribution**: - - Distribute the video on platforms like YouTube, Vimeo, and social media. - - Ensure the music track is available on streaming services (Spotify, Apple Music, etc.). - -**5. Evaluation** - - **Performance Metrics**: - - Analyze view counts, engagement rates, and feedback after the release. - - **Post-Mortem Review**: - - Conduct a review with the team to discuss successes and areas for improvement for future projects. - -**Next Steps**: -- Schedule a kick-off meeting with the artist and production team to align on vision and next steps. -- Finalize the budget and start securing locations and crew as soon as possible.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Marketer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Marketing Strategy for Music Video Promotion - -**Objective:** To maximize views, engagement, and overall reach of the music video across various platforms. - ---- - -### 1. **Pre-Launch Phase** - -#### A. Teaser Campaign -- **Social Media Teasers:** Share short clips (5-10 seconds) of the music video on platforms like Instagram, TikTok, and Twitter. Use engaging captions and hashtags to create buzz. -- **Countdown Posts:** Start a countdown 7 days before the release, posting daily with behind-the-scenes content, sneak peeks, or quotes from the artist. - -#### B. Influencer Partnerships -- **Engage Influencers:** Collaborate with music influencers and content creators to share teasers and promote the upcoming release. Offer them exclusive access to the video before the public release. - -#### C. Email Marketing -- **Newsletter Announcement:** Send out an email to your subscriber list announcing the upcoming release. Include a teaser clip and a call-to-action to share with friends. - ---- - -### 2. **Launch Phase** - -#### A. Video Release -- **YouTube Premiere:** Schedule a premiere on YouTube to create excitement. Engage with viewers in the live chat during the premiere. -- **Social Media Blast:** Simultaneously post the video link across all social media platforms with engaging captions and relevant hashtags. - -#### B. Hashtag Campaign -- **Create a Unique Hashtag:** Encourage fans to use a specific hashtag when sharing the video. This will help track engagement and create a sense of community. - -#### C. Live Q&A Session -- **Artist Engagement:** Host a live Q&A session on Instagram or YouTube with the artist to discuss the video, its meaning, and answer fan questions. - ---- - -### 3. **Post-Launch Phase** - -#### A. User-Generated Content -- **Challenge or Contest:** Launch a dance challenge or a cover contest on TikTok or Instagram Reels, encouraging fans to create their own content using the music video. -- **Feature Fan Content:** Regularly share user-generated content on your official channels to encourage more participation. - -#### B. Paid Advertising -- **Social Media Ads:** Run targeted ads on Facebook, Instagram, and TikTok to reach a broader audience. Use engaging visuals and snippets from the video. -- **YouTube Ads:** Utilize YouTube ads to promote the video to users who enjoy similar music genres. - -#### C. Collaborations and Remixes -- **Remix Contest:** Encourage producers and DJs to create remixes of the track. Feature the best remixes on your channels and promote them. -- **Collaborate with Other Artists:** Partner with other artists for cross-promotion. They can share the video with their audience, expanding reach. - ---- - -### 4. **Engagement and Retention** - -#### A. Regular Updates -- **Behind-the-Scenes Content:** Share behind-the-scenes footage and stories about the making of the video to keep the audience engaged. -- **Follow-Up Content:** Create additional content related to the video, such as lyric videos, acoustic versions, or interviews with the artist. - -#### B. Fan Interaction -- **Polls and Questions:** Use Instagram Stories to engage fans with polls or questions about their favorite parts of the video. -- **Thank You Posts:** Acknowledge and thank fans for their support, encouraging them to continue sharing the video. - ---- - -### 5. **Analytics and Feedback** - -#### A. Monitor Performance -- **Track Metrics:** Use analytics tools to monitor views, engagement rates, and audience demographics across all platforms. -- **Adjust Strategy:** Based on performance data, adjust your marketing strategy to focus on the most effective channels and content types. - -#### B. Gather Feedback -- **Surveys:** Send out surveys to your audience to gather feedback on the video and their overall experience. Use this information for future projects. - ---- - -### Conclusion -By implementing this comprehensive marketing strategy, you can effectively promote the music video, engage with fans, and reach a wider audience. Consistent interaction and creative content will help maintain momentum and keep the audience excited about the artist and their music.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Distributor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively distribute the music track and music video, follow these steps: - -### Production Phase -1. **Create the Track**: Collaborate with your production team to finalize the music track. Ensure it’s professionally mixed and mastered. -2. **Shoot the Music Video**: Plan the concept, locations, and filming schedule for the music video. Engage a director and videographer to ensure high-quality production. - -### Distribution Strategy -1. **YouTube**: - - Upload the music video to your official channel. - - Optimize the video title, description, and tags for searchability. - - Create an engaging thumbnail. - - Schedule a premiere to generate excitement. - -2. **Streaming Services**: - - Distribute the music track to platforms like Spotify, Apple Music, Amazon Music, and Tidal using a digital distributor (e.g., DistroKid, TuneCore). - - Create playlists featuring the track and submit to playlist curators. - -3. **Social Media Platforms**: - - Share clips and behind-the-scenes content on Instagram, TikTok, and Facebook. - - Use reels and stories to create buzz around the release. - - Engage with followers and encourage them to share the content. - -4. **Music Blogs and Websites**: - - Reach out to music blogs, review sites, and online magazines to feature the track and video. - - Submit for consideration on platforms like Hype Machine. - -5. **Email Marketing**: - - Send out a newsletter to your email list announcing the release, with links to the track and video. - - Include exclusive content or incentives for early listeners. - -6. **Collaborations with Influencers**: - - Partner with social media influencers and content creators for promotion. - - Encourage them to use your track in their videos or create unique content inspired by your music. - -7. **Live Events**: - - Organize a release party or live performance to promote the music. - - Use live streams to reach a wider online audience. - -8. **Advertising**: - - Run targeted ads on social media platforms to reach potential listeners. - - Consider video ads on YouTube to promote the music video directly. - -9. **Follow-Up**: - - Monitor the performance of the track and video across platforms. - - Engage with the audience through comments and messages, responding to feedback and encouraging shares. - -By implementing this strategy, you can maximize the reach and impact of your music track and video across various platforms and audiences.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Songwriter Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Verse 1** -In the heart of the night, where the shadows play, -We're dancing on the edge, never fade away, -Chasing all our fears like a whisper in the dark, -With every step we take, we’re leaving our mark. - -**Pre-Chorus** -Feel the pulse of the crowd, -Lift us up, we’re unbowed, -Together we’ll light up the sky, -With a fire that will never die. - -**Chorus** -So let’s rise up, break the chains, -Shout our truth in thunderous refrains, -With every heartbeat, we’ll own the night, -Together we’re unstoppable, burning bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, rewriting the scene, -With our hearts wide open, -We’ll live our wildest dreams. - -**Verse 2** -Underneath the moon, we’ll carve our names, -Every joy and struggle, we’ll cherish the flames, -A tale unwritten, but the ink is our love, -Together we’ll soar like the stars above. - -**Pre-Chorus** -Feel the pulse of the crowd, -Lift us up, we’re unbowed, -Together we’ll light up the sky, -With a fire that will never die. - -**Chorus** -So let’s rise up, break the chains, -Shout our truth in thunderous refrains, -With every heartbeat, we’ll own the night, -Together we’re unstoppable, burning bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, rewriting the scene, -With our hearts wide open, -We’ll live our wildest dreams. - -**Bridge** -When the world tries to dim our light, -We’ll stand strong, ready for the fight, -No more limits, we’ll fly high, -With you, my love, we’ll touch the sky. - -**Chorus** -So let’s rise up, break the chains, -Shout our truth in thunderous refrains, -With every heartbeat, we’ll own the night, -Together we’re unstoppable, burning bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, rewriting the scene, -With our hearts wide open, -We’ll live our wildest dreams. - -**Outro** -Together, we’ll make our own fate, -With every heartbeat, it’s never too late. -Oh-oh-oh, come on and rise, -Together unstoppable, reaching for the skies. - ---- - -Feel free to tweak any sections or add melodies that resonate with the vibe! Let’s make this track a hit!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Step-by-Step Music Production and Promotion Plan - -#### 1. **Pre-Production** - -**Songwriting:** -- **Collaborate with the Songwriter**: Schedule a songwriting session to finalize the lyrics and melody. Discuss the song’s emotional tone and key messages. -- **Review Existing Material**: If there are demo versions or previous drafts, review them for potential improvements. - -**Arrangement:** -- **Outline the Structure**: Decide on the song structure (e.g., verse-chorus-verse-chorus-bridge-chorus). -- **Select Instrumentation**: Work with the sound engineer to choose instruments that fit the genre and vibe. Consider incorporating unique elements that stand out. - -#### 2. **Production** - -**Recording:** -- **Book Studio Time**: Reserve a professional studio equipped for the genre of music. -- **Vocal Sessions**: Schedule sessions for the singer to record vocals, ensuring they are comfortable and prepared. - -**Instrumentation:** -- **Track Instrumentals**: Record each instrument separately, focusing on tight performances. Ensure that each track complements the vocals and overall arrangement. -- **Layering**: Experiment with layering sounds (e.g., harmonies, backing vocals, additional instruments) to enrich the track. - -**Mixing:** -- **Sound Engineer’s Role**: Once all elements are recorded, the sound engineer will mix the track. This includes: - - Balancing levels of instruments and vocals. - - Adding reverb, delay, and other effects to enhance the sound. - - Ensuring clarity across different playback systems (headphones, speakers, etc.). - -#### 3. **Music Video Production** - -**Concept Development:** -- **Brainstorm Ideas**: Collaborate with the director to create a concept that visually represents the song’s themes and emotions. -- **Storyboard Creation**: Develop a storyboard that outlines key scenes, camera angles, and transitions. - -**Filming:** -- **Organize a Shoot**: Schedule filming days, book locations, and gather necessary equipment and crew. -- **Performance and Narrative Elements**: Capture both performance shots of the artist and any narrative elements that enhance the storytelling. - -**Editing:** -- **Post-Production**: Work with an editor to cut the footage together, adding visual effects, transitions, and color grading to create a polished final product. - -#### 4. **Promotion and Distribution** - -**Marketing Strategy:** -- **Social Media Campaign**: Create a timeline for teasers, behind-the-scenes content, and countdown posts leading up to the release. -- **Press Releases**: Write and distribute press releases to music blogs, magazines, and local media outlets. - -**Distribution:** -- **Choose Platforms**: Select digital distribution services (DistroKid, TuneCore, etc.) to release the track on streaming platforms like Spotify, Apple Music, and YouTube. -- **Music Video Release**: Plan the music video release simultaneously or shortly after the audio track to maximize impact. - -**Engagement:** -- **Fan Interaction**: Engage with fans through social media, live Q&A sessions, and contests. Encourage them to share their thoughts and experiences with the track. - -#### 5. **Post-Release** - -**Feedback and Analysis:** -- **Monitor Performance**: Use analytics tools to track streams, views, and engagement metrics on all platforms. -- **Gather Listener Feedback**: Encourage fans to provide feedback through social media and online surveys. - -**Adjust Marketing Efforts:** -- **Refine Strategies**: Based on the data collected, adjust marketing strategies to focus on what resonates most with the audience. Consider targeted ads or additional promotional content. - -### Next Steps -Let’s move forward by scheduling our initial songwriting session and booking studio time for the recording process. Once we have the song structure in place, we can proceed with the instrumental arrangements and plan for the music video shoot.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Sound Engineer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Comprehensive Plan for Music Track and Video Production, Promotion, and Distribution - -#### Music Track Production - -1. **Songwriting and Composition**: - - Collaborate with talented songwriters to craft engaging lyrics and melodies that resonate with the target audience. - - Determine the genre (pop, rock, hip-hop, etc.) and style that best suits the artist's image and the intended message of the song. - -2. **Recording**: - - Secure a professional recording studio or set up a high-quality home studio with the necessary equipment. - - Schedule recording sessions for vocals and instruments, ensuring a comfortable environment for artists to perform at their best. - -3. **Mixing**: - - **Level Balancing**: Adjust the volume levels of all tracks to ensure a balanced mix where no instrument or vocal overpowers another. - - **EQ Adjustments**: Use equalization to enhance the clarity of the vocals, cutting unnecessary low frequencies and boosting mid and high frequencies for presence. - - **Compression**: Apply compression to control the dynamic range of the vocals and instruments, adding punch and consistency. - - **Effects**: Incorporate reverb and delay to create a sense of space and depth, making the track feel more immersive. - -4. **Mastering**: - - Finalize the track by ensuring it sounds polished and cohesive across all playback systems. - - Adjust the overall loudness to industry standards while preserving dynamic range. - - Create different versions if necessary (radio edit, instrumental, etc.). - -#### Music Video Production - -1. **Concept Development**: - - Brainstorm creative ideas that align with the song's theme and mood. - - Develop a storyboard that outlines the visual narrative and key scenes. - -2. **Filming**: - - Hire a skilled director and production crew to bring the vision to life. - - Select visually appealing locations that enhance the storytelling and fit the song's vibe. - - Ensure high-quality video capture with professional lighting and camera equipment. - -3. **Editing**: - - Edit the footage to synchronize with the rhythm and mood of the song, ensuring smooth transitions and pacing. - - Add visual effects, color grading, and graphics to enhance the overall aesthetic of the video. - -#### Promotion and Distribution - -1. **Marketing Strategy**: - - Identify the target audience demographics and preferred platforms (Instagram, TikTok, YouTube, etc.). - - Create engaging promotional materials, including teasers, posters, and behind-the-scenes content to generate buzz. - -2. **Release Plan**: - - Choose a strategic release date, considering factors like holidays or events that might affect visibility. - - Create a countdown campaign on social media leading up to the release. - - Distribute the track to major streaming platforms (Spotify, Apple Music, Amazon Music) and upload the music video to YouTube. - -3. **Engagement**: - - Actively engage with fans through social media, responding to comments and sharing user-generated content. - - Host live Q&A sessions, virtual meet-and-greets, or listening parties to build a connection with the audience. - - Collaborate with influencers, bloggers, and music reviewers to expand reach and credibility. - -4. **Performance**: - - Plan live performances, whether in-person or virtual, to promote the track and connect with fans. - - Consider submitting the track to radio stations, podcasts, and music blogs for additional exposure and airplay. - -By following this comprehensive plan, you can effectively produce, promote, and distribute your music track and video, maximizing your chances of reaching a wide audience and achieving success in the music industry.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Singer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Step 1: Song Development -- **Songwriter Collaboration**: Let's schedule a session with the songwriter to dive deep into the song's themes and emotions. We can brainstorm ideas and ensure that the lyrics resonate with the intended message. -- **Vocal Style**: I’ll experiment with different vocal styles during our practice sessions to find the perfect fit for the song's genre. We can try out various techniques to see what feels right. - -### Step 2: Recording the Vocals -- **Multiple Takes**: I’ll prepare to record several takes of each section. This will allow us to capture the best vocal delivery and nuances. We can also explore different interpretations of the lyrics. -- **Emotion and Expression**: I’ll focus on conveying the right emotions in each line, paying attention to dynamics and phrasing. We can discuss specific moments in the song where heightened emotion is essential. - -### Step 3: Music Production -- **Collaboration with Producer**: I’ll work closely with the producer to discuss the arrangement and instrumentation. We can brainstorm ideas for harmonies and additional elements that will enhance the overall sound. -- **Feedback Loop**: I’ll be open to feedback from the producer and the songwriter, ensuring that we refine the track to its best version. - -### Step 4: Music Video Planning -- **Concept Development**: Let’s brainstorm visuals that align with the song’s themes. We can think about how to tell a story through the video that complements the music. -- **Storyboarding**: I’ll help create a storyboard that outlines key scenes and camera angles. If choreography is involved, we can plan that out as well. - -### Step 5: Promotion and Distribution -- **Marketing Strategy**: I’ll collaborate with the marketing team to develop a strategy that includes social media campaigns, teasers, and potential partnerships with influencers to maximize reach. -- **Distribution Channels**: We’ll ensure the track is distributed on major platforms like Spotify, Apple Music, and YouTube. I’ll also help identify playlists and blogs that align with our target audience. - -### Step 6: Engagement with Audience -- **Social Media Interaction**: I’ll engage with fans on social media by sharing behind-the-scenes content and updates. This will help build anticipation for the release. -- **Live Performances**: We can plan live performances or virtual events to promote the track and connect with the audience directly. - -By following these steps and maintaining clear communication, we can create a music track and video that truly resonates with listeners. Let’s get started on this exciting journey!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Director Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Concept Development** - -**Song Title:** ""Echoes of Tomorrow"" -**Theme:** The song explores themes of hope, resilience, and the journey of self-discovery amidst challenges. - -### Concept Overview: -The music video will visually represent the emotional journey described in the song, using a blend of surreal imagery and real-world scenarios to convey the contrast between struggle and hope. The narrative will follow a protagonist who navigates through various stages of their life, symbolizing growth and transformation. - -### Visual Style: -- **Color Palette:** Soft pastels for scenes representing hope and joy, contrasted with darker, muted tones for moments of struggle. -- **Cinematography:** Fluid camera movements to create a dreamlike quality, with close-ups to capture emotional expressions and wide shots to emphasize isolation or vastness. - -### Scene Breakdown: - -1. **Opening Scene: ""The Weight of the World""** - - Location: A dimly lit room with clutter, symbolizing chaos. - - Action: The protagonist sits on the floor, surrounded by reminders of past failures (crumpled papers, broken items). - - Visuals: Slow zoom-in on their face, showing despair. - -2. **Transition: ""Breaking Free""** - - Location: A window with sunlight streaming in. - - Action: The protagonist stands up, opens the window, letting in light and fresh air. - - Visuals: Use of slow-motion to emphasize the moment of liberation. - -3. **Journey Through Nature: ""Finding Clarity""** - - Location: A beautiful forest or field. - - Action: The protagonist walks through nature, reflecting on their journey. - - Visuals: Fast-paced cuts of them smiling, interacting with nature (e.g., touching leaves, running through grass). - -4. **Climactic Scene: ""The Dance of Hope""** - - Location: An open field during sunset. - - Action: The protagonist dances freely, embodying joy and freedom. - - Visuals: Aerial shots capturing the beauty of the scene, interspersed with close-ups of their expression. - -5. **Closing Scene: ""Looking Forward""** - - Location: A horizon view with the sun setting. - - Action: The protagonist stands at the edge, looking out into the distance, symbolizing hope for the future. - - Visuals: Fade out with a soft glow, leaving the audience with a sense of optimism. - -### Collaborations: -- **Video Producer:** Work closely to secure locations, manage the shooting schedule, and coordinate logistics for the crew and equipment. -- **Editor:** Collaborate on pacing and transitions to ensure the visual narrative aligns with the emotional beats of the song. Focus on color grading to enhance the mood. - -### Promotion Strategy: -- **Teasers:** Release short clips of key scenes on social media leading up to the premiere. -- **Behind-the-Scenes Content:** Share the making-of process to engage the audience and build anticipation. -- **Release Event:** Host a virtual or live event for the premiere of the music video, inviting fans and influencers to join. - -By combining compelling visuals with the song's powerful message, we aim to create a music video that resonates with viewers and inspires them on their own journeys.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Editor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Music Video Production and Editing Plan - -To create an engaging music video that effectively showcases the music track produced by Swarms Corp, we'll follow a structured approach that encompasses pre-production, production, post-production, and distribution. - ---- - -### Pre-Production - -1. **Concept Development**: - - Collaborate with the artist to establish the song's theme, mood, and narrative. - - Develop a storyboard that outlines key visuals, shot types, and transitions that align with the song's lyrics and energy. - -2. **Location Scouting**: - - Identify and secure visually striking locations that reflect the song's vibe. Options may include urban landscapes, natural settings, or stylized studio environments. - -3. **Casting**: - - Select performers, dancers, or actors who can authentically convey the emotions and energy of the song. Ensure they align with the overall aesthetic. - -4. **Shooting Schedule**: - - Create a detailed shooting schedule that optimizes time and resources, allowing for flexibility in capturing various scenes and performances. - ---- - -### Production - -1. **Filming**: - - Capture a variety of shot types (wide, medium, close-up) to maintain visual interest. - - Focus on dynamic performance shots of the artist, interspersed with narrative-driven scenes that illustrate the song's story. - -2. **B-Roll Footage**: - - Film additional clips that can enhance the storytelling, including scenic shots, candid audience reactions, and behind-the-scenes moments. - ---- - -### Post-Production - -1. **Editing**: - - Sync the video footage meticulously with the music track to ensure perfect timing. - - Use strategic cuts to highlight key moments in the song, such as instrumental breaks or emotional peaks. - - Incorporate transitions (e.g., fades, wipes, or dissolves) that match the song's tempo and mood, enhancing the flow of the video. - -2. **Color Grading**: - - Perform color correction to maintain visual consistency across all shots. - - Apply color grading to evoke specific emotions that align with the song’s theme, whether it’s vibrant and energetic or moody and introspective. - -3. **Visual Effects**: - - Integrate subtle visual effects that enhance the video without overwhelming the performance. Consider light flares or animated graphics that complement the visuals. - -4. **Final Touches**: - - Add titles, credits, and branding elements in a way that feels organic to the video. - - Balance the audio levels to ensure the music is clear and prominent, while also incorporating any necessary sound effects. - ---- - -### Distribution and Promotion - -1. **Launch Strategy**: - - Select optimal platforms for the video release, such as YouTube, Instagram, TikTok, and music streaming services. - - Create teaser clips and promotional materials leading up to the launch to build anticipation. - -2. **Engagement**: - - Encourage viewers to share the video and utilize relevant hashtags to increase visibility. - - Explore collaborations with influencers, music bloggers, and social media personalities to expand reach. - -3. **Performance Monitoring**: - - Utilize analytics tools to track viewer engagement, retention rates, and demographic insights. - - Use this data to inform future promotional strategies and adapt content based on audience preferences. - ---- - -By adhering to this comprehensive plan, the final music video will be visually captivating and effectively convey the essence of the track produced by Swarms Corp, ultimately resonating with a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Music Video Production Plan for Swarms Corp - -**1. Pre-Production Phase** - -- **Budgeting**: - - **Total Budget**: $20,000 - - Equipment Rental: $5,000 - - Crew Salaries: $8,000 - - Location Fees: $2,000 - - Post-Production: $3,000 - - Marketing: $2,000 - - Allocate an additional 10-15% for unexpected expenses. - -- **Concept Development**: - - Collaborate with the artist and creative team to finalize the concept/theme of the video. - - Create a detailed storyboard to visualize scenes and shots. - -- **Location Scouting**: - - Identify potential filming locations that align with the concept. - - Secure locations and obtain necessary permits for shooting. - -- **Casting**: - - Determine if additional actors or extras are needed. - - Schedule auditions and finalize the cast. - -**2. Production Phase** - -- **Scheduling**: - - Create a detailed shooting schedule that outlines dates, times, and locations for each scene. - - Confirm availability of cast and crew. - -- **Equipment Rental**: - - Rent necessary filming equipment, including cameras, lighting, and sound gear. - -- **Production Team**: - - Hire key crew members: director, cinematographer, production assistants, and other essential roles. - -- **Filming**: - - Oversee the filming process to ensure the creative vision is executed effectively. - - Manage the production team and address any on-set challenges. - -**3. Post-Production Phase** - -- **Editing**: - - Collaborate with an editor to compile footage, add visual effects, and finalize the music video. - -- **Sound Design**: - - Ensure the music track is properly synced and mixed with the video. - -- **Feedback and Revisions**: - - Conduct initial screenings for feedback and make necessary adjustments. - -**4. Promotion and Distribution** - -- **Marketing Strategy**: - - Develop a comprehensive marketing plan that includes social media campaigns, press releases, and partnerships with influencers. - - Create teaser content and behind-the-scenes footage to build anticipation. - -- **Release Schedule**: - - Plan the release date for both the music track and video, considering optimal timing for audience engagement. - -- **Distribution**: - - Upload the music video to platforms like YouTube and Vimeo. - - Ensure the music track is available on streaming services (Spotify, Apple Music, etc.). - -**5. Evaluation** - -- **Performance Metrics**: - - Analyze view counts, engagement rates, and audience feedback post-release. - -- **Post-Mortem Review**: - - Conduct a review meeting with the team to discuss successes and areas for improvement for future projects. - -### Next Steps - -1. **Kick-off Meeting**: Schedule a meeting with the artist and production team to align on the vision and next steps. -2. **Finalize Budget**: Confirm the budget and begin securing locations and crew immediately. -3. **Timeline**: Establish a timeline for each phase of production to ensure timely completion. - -### Example Timeline - -- **Week 1-2**: Budgeting, scheduling, casting, and location scouting. -- **Week 3**: Finalize production team and shot list/storyboard. -- **Week 4**: Shoot the music video. -- **Week 5-6**: Post-production (editing, revisions). -- **Week 7**: Marketing rollout and distribution. - -By following this structured plan, we can ensure the successful production and promotion of the music track and video, reaching a wide audience effectively.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Marketer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Marketing Strategy for Music Video Promotion - -**Objective**: To increase views, engagement, and overall reach of the new music video across various platforms. - ---- - -#### 1. **Pre-Launch Phase** - -**A. Teaser Campaign** -- **Social Media Teasers**: Share short clips (10-15 seconds) from the music video on platforms like Instagram, TikTok, and Twitter. Use countdowns to build anticipation. -- **Behind-the-Scenes Content**: Post behind-the-scenes photos and videos during the production phase on Instagram Stories and TikTok to create excitement. - -**B. Influencer Partnerships** -- Collaborate with music influencers and content creators who resonate with your target audience. Have them share teasers or their reactions to the music video. - -**C. Email Marketing** -- Send out an email blast to your subscriber list announcing the upcoming release. Include a countdown and exclusive behind-the-scenes content. - ---- - -#### 2. **Launch Phase** - -**A. Premiere Event** -- **Live Premiere on YouTube**: Host a live premiere of the music video on YouTube. Engage with viewers in real-time through the chat feature. -- **Watch Party**: Organize a virtual watch party on platforms like Facebook Live or Instagram Live, where the artist interacts with fans during the premiere. - -**B. Social Media Blitz** -- **Hashtag Campaign**: Create a unique hashtag for the music video and encourage fans to use it when sharing their thoughts and reactions. -- **Engagement Posts**: Post engaging content such as polls, quizzes, and questions related to the music video on Instagram Stories and Twitter. - -**C. Paid Advertising** -- Run targeted ads on Facebook, Instagram, and YouTube to reach specific demographics. Use eye-catching visuals from the music video to attract attention. - ---- - -#### 3. **Post-Launch Phase** - -**A. User-Generated Content** -- Encourage fans to create their own content using the music video (dance challenges, cover versions, etc.) and share it using the campaign hashtag. -- Feature the best user-generated content on your official channels to foster community engagement. - -**B. Content Series** -- Create a series of follow-up content pieces, such as lyric breakdowns, Q&A sessions with the artist, and fan reaction videos to keep the momentum going. - -**C. Collaborations and Remixes** -- Collaborate with other artists or producers to create remixes of the track, which can be shared on various platforms, expanding reach to different audiences. - ---- - -#### 4. **Cross-Promotion** - -**A. Streaming Platforms** -- Ensure the music track is available on all major streaming platforms (Spotify, Apple Music, etc.) and promote these links on social media. -- Create playlist placements by reaching out to curators and asking them to include the track in relevant playlists. - -**B. Blogs and Music Websites** -- Reach out to music blogs and websites for features, interviews, and reviews. This can help tap into their audience base. - -**C. Radio and Podcasts** -- Pitch the music track to local radio stations and relevant podcasts for airplay and interviews with the artist. - ---- - -#### 5. **Analytics and Feedback** - -**A. Monitor Performance** -- Use analytics tools to track views, engagement rates, and audience demographics across all platforms. -- Adjust strategies based on what content performs best. - -**B. Gather Feedback** -- Encourage fans to provide feedback through surveys or comments to understand their preferences for future releases. - ---- - -### Conclusion - -By implementing this comprehensive marketing strategy, the music video will not only reach a wider audience but also engage fans effectively, fostering a loyal community around the artist and their music.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Distributor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Music Video Distribution Plan - -To successfully promote and distribute the music track and video, follow this comprehensive plan: - -#### 1. **Music Video Upload** - - **YouTube**: - - Create an eye-catching thumbnail and optimize the title, description, and tags for SEO. - - Consider launching the video with a YouTube Premiere for real-time audience engagement. - - **Vimeo**: - - Upload for a more polished presentation and access to a different viewer demographic. - -#### 2. **Music Track Distribution** - - **Digital Distribution**: - - Utilize platforms like DistroKid, TuneCore, or CD Baby to distribute the track to major streaming services (Spotify, Apple Music, Amazon Music, Tidal). - - **SoundCloud**: - - Share the track for engagement with indie music communities, providing a platform for feedback and interaction. - -#### 3. **Social Media Promotion** - - **Instagram**: - - Post snippets, behind-the-scenes clips, and countdowns to the release date. Use Stories and Reels for higher engagement. - - **TikTok**: - - Create a challenge related to the music track to stimulate user-generated content and increase visibility. - - **Facebook**: - - Share teasers and updates in relevant groups, fostering a community around the music. - -#### 4. **Influencer Collaboration** - - **Engagement**: - - Identify and reach out to music bloggers and influencers in your genre. Offer exclusive previews or interviews to create buzz. - - **Cross-Promotion**: - - Collaborate with TikTok or Instagram influencers for promotion through their channels. - -#### 5. **Email Marketing** - - **Newsletter**: - - Build an email list and announce the release with a newsletter that includes links to the video and streaming platforms. - -#### 6. **Press Release Distribution** - - **Write and Distribute**: - - Craft a compelling press release highlighting unique aspects of the music video and track. Share it with music news sites and local media outlets. - -#### 7. **Playlist and Radio Promotion** - - **Submit to Playlists**: - - Target Spotify playlists that focus on emerging artists and genres fitting your music. - - **Radio Outreach**: - - Contact local and online radio stations to feature the track, increasing exposure. - -#### 8. **Live Performances and Events** - - **Live Engagement**: - - Organize live performances or virtual concerts on platforms like Instagram Live, Facebook Live, or YouTube Live to promote the release directly. - -#### 9. **Advertising Strategy** - - **Social Media Ads**: - - Run targeted ads on social media platforms, using engaging snippets from the music video to attract attention. - -#### 10. **Audience Engagement and Feedback** - - **Interaction**: - - Actively engage with your audience through comments and messages. Encourage sharing of the music video and track. - - **Monitor Performance**: - - Track the success of your distribution efforts and be ready to adjust strategies based on audience response. - -By implementing this distribution plan, you can maximize the reach and impact of your music track and video, drawing a diverse audience and generating lasting engagement.",2024-09-03T20:52:09.206949 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:52:09.206949_run_id_b64fd483974241cba91d295041b602f0.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:52:09.206949_run_id_b64fd483974241cba91d295041b602f0.csv deleted file mode 100644 index 8e69932e6..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:52:09.206949_run_id_b64fd483974241cba91d295041b602f0.csv +++ /dev/null @@ -1,1503 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Songwriter Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Title: ""Chasing Stars""** - -**Verse 1:** -In the city lights, where dreams collide, -We’re running wild, with nothing to hide. -Every heartbeat echoes, a rhythm so true, -With every step, I’m closer to you. - -**Pre-Chorus:** -We’ll break the silence, let the night unfold, -With every whisper, our story’s told. -So take my hand, let’s dance in the dark, -Together we’ll ignite a spark. - -**Chorus:** -We’re chasing stars, lighting up the sky, -With every moment, we’ll learn to fly. -No more shadows, just you and me, -In this endless night, we’re wild and free. -We’re chasing stars, oh can’t you see? -This is our time, just you and me. - -**Verse 2:** -Through the ups and downs, we’ll find our way, -With every heartbeat, we’ll seize the day. -The world is ours, let’s paint it bright, -With colors of love, we’ll own the night. - -**Pre-Chorus:** -We’ll break the silence, let the night unfold, -With every whisper, our story’s told. -So take my hand, let’s dance in the dark, -Together we’ll ignite a spark. - -**Chorus:** -We’re chasing stars, lighting up the sky, -With every moment, we’ll learn to fly. -No more shadows, just you and me, -In this endless night, we’re wild and free. -We’re chasing stars, oh can’t you see? -This is our time, just you and me. - -**Bridge:** -And when the dawn breaks, we’ll still be here, -With dreams in our hearts, and nothing to fear. -We’ll write our story, page by page, -In this beautiful life, we’ll set the stage. - -**Chorus:** -We’re chasing stars, lighting up the sky, -With every moment, we’ll learn to fly. -No more shadows, just you and me, -In this endless night, we’re wild and free. -We’re chasing stars, oh can’t you see? -This is our time, just you and me. - -**Outro:** -So let’s keep running, don’t look back, -With every heartbeat, we’re on the right track. -We’re chasing stars, forever we’ll be, -In this cosmic dance, just you and me. - ---- - -These lyrics are designed to be catchy and resonate with a youthful audience, capturing themes of love, freedom, and adventure. The chorus is particularly memorable, making it ideal for a pop or dance track. Let me know if you need any adjustments or additional sections!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To produce a music track and accompanying music video, we will follow a structured process that includes collaboration with the songwriter, sound engineer, and singer, while also planning for promotion and distribution. Here’s a step-by-step outline: - -### 1. **Song Development** - - **Collaboration with Songwriter**: - - Review the lyrics and melody. - - Discuss the song's theme, mood, and target audience. - - Ensure the structure (verse, chorus, bridge) is solid and flows well. - -### 2. **Pre-Production** - - **Arrange Instrumentation**: - - Work with the sound engineer to select instruments that complement the lyrics and vocals. - - Create a demo version to visualize the arrangement. - - **Rehearsals**: - - Schedule rehearsals with the singer to ensure vocal delivery matches the emotional tone of the song. - -### 3. **Recording** - - **Vocal Recording**: - - Book studio time for vocal tracking. - - Ensure the singer is comfortable and ready to deliver their best performance. - - **Instrumental Tracking**: - - Record instruments (drums, bass, guitars, keyboards, etc.) in layers, ensuring each element is polished. - - **Editing**: - - Edit the recorded tracks for timing, pitch, and overall quality. - -### 4. **Mixing and Mastering** - - **Mixing**: - - Work closely with the sound engineer to balance levels, EQ, and effects to create a cohesive sound. - - Ensure the vocals sit well in the mix and are clear. - - **Mastering**: - - Finalize the track for distribution, ensuring it meets industry standards for loudness and clarity. - -### 5. **Music Video Production** - - **Concept Development**: - - Brainstorm ideas for the music video that align with the song’s theme. - - **Storyboarding**: - - Create a storyboard to visualize scenes, camera angles, and transitions. - - **Filming**: - - Schedule and conduct the shoot, ensuring high production quality. - - **Editing**: - - Edit the footage, adding effects and ensuring it syncs well with the track. - -### 6. **Promotion and Distribution** - - **Create a Marketing Plan**: - - Identify target audiences and platforms (social media, streaming services, etc.). - - Develop promotional materials (teasers, posters, social media content). - - **Release Strategy**: - - Plan a release date and build anticipation through countdowns and sneak peeks. - - **Distribution**: - - Distribute the track to streaming platforms (Spotify, Apple Music, etc.) and ensure the music video is uploaded to YouTube and other video platforms. - - **Engagement**: - - Engage with fans through social media, live Q&A sessions, and behind-the-scenes content. - -### 7. **Post-Release** - - **Monitor Performance**: - - Track streaming numbers, views, and audience engagement. - - **Feedback and Adjustments**: - - Gather feedback and be open to making adjustments in future projects based on audience response. - -By following this structured approach, we can create a polished music track and an engaging music video, while effectively promoting and distributing the final products to reach a wide audience. Let’s get started!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Sound Engineer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To create a successful music track and accompanying music video, here’s a step-by-step approach: - -### Music Track Production - -1. **Songwriting and Composition**: - - Collaborate with songwriters to develop lyrics and melodies. - - Ensure the song structure (verse, chorus, bridge) is engaging. - -2. **Recording**: - - Use high-quality microphones and recording equipment for vocals and instruments. - - Record each instrument separately for better control during mixing. - -3. **Mixing**: - - **Balance Levels**: Ensure all instruments and vocals are balanced in the mix. - - **EQ Adjustments**: - - Enhance the clarity of the vocals by boosting around 3-5 kHz. - - Cut any muddiness in the low frequencies (below 200 Hz) for instruments. - - **Compression**: Apply compression to vocals and instruments to maintain a consistent volume level. - - **Reverb and Delay**: Add reverb to create space and depth, and use delay for vocal effects where appropriate. - - **Panning**: Use stereo panning to create a wider soundstage, placing instruments in different positions in the stereo field. - -4. **Mastering**: - - Ensure the final track is polished and loud enough for commercial release. - - Use limiting to increase overall loudness without distorting the sound. - - Check the track on various playback systems (headphones, speakers, etc.) to ensure it translates well across all formats. - -### Music Video Production - -1. **Concept Development**: - - Create a concept that aligns with the song’s theme and message. - - Storyboard the video to plan shots and transitions. - -2. **Filming**: - - Choose locations that enhance the visual storytelling. - - Use professional cameras and lighting equipment to ensure high-quality visuals. - - Capture various angles and shots (wide, close-up, etc.) for dynamic editing. - -3. **Editing**: - - Edit the footage to match the rhythm and flow of the music. - - Incorporate effects, transitions, and color grading to enhance the visual appeal. - - Sync the audio track with the video accurately. - -### Promotion and Distribution - -1. **Social Media Marketing**: - - Create teaser clips and behind-the-scenes content to generate buzz. - - Use platforms like Instagram, TikTok, and YouTube to reach a wider audience. - -2. **Music Platforms**: - - Distribute the track on streaming platforms (Spotify, Apple Music, etc.) using a distribution service. - - Submit the music video to YouTube and other video platforms. - -3. **Press and Media**: - - Reach out to music blogs, influencers, and local radio stations for features and interviews. - - Consider creating a press release to announce the release of the track and video. - -4. **Live Performances**: - - Plan live performances or virtual concerts to engage with fans and promote the new release. - -By following these steps, you can effectively produce, promote, and distribute a music track and video that resonates with a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Singer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","Absolutely! Let's break this down into steps to ensure a successful collaboration for the music track and video. - -### Step 1: Song Development -- **Songwriter Collaboration**: Work closely with the songwriter to understand the themes, lyrics, and emotions behind the song. Discuss the overall vibe and message you want to convey. -- **Vocal Style**: Experiment with different vocal styles and techniques that align with the song's genre. Consider whether you want a powerful delivery, a soft touch, or something more playful. - -### Step 2: Recording the Vocals -- **Multiple Takes**: Record several takes of each section of the song to capture various vocal nuances. This will provide options for the producer to choose the best performances. -- **Emotion and Expression**: Focus on delivering the right emotion in each line. Pay attention to dynamics, phrasing, and articulation to enhance the overall impact. - -### Step 3: Music Production -- **Collaboration with Producer**: Work with the music producer to arrange the track, adding layers and harmonies where necessary. Discuss instrumentation and any additional elements that can enhance the song. -- **Feedback Loop**: Share your thoughts on the production and be open to feedback. This collaborative process will help refine the track. - -### Step 4: Music Video Planning -- **Concept Development**: Brainstorm ideas for the music video that align with the song's themes. Consider visuals that enhance the storytelling aspect. -- **Storyboarding**: Create a storyboard to outline scenes, camera angles, and choreography (if applicable). This will help in the filming process. - -### Step 5: Promotion and Distribution -- **Marketing Strategy**: Work with the team to develop a marketing strategy that includes social media promotion, press releases, and potential partnerships with influencers. -- **Distribution Channels**: Plan for distribution on platforms like Spotify, Apple Music, and YouTube. Consider submitting the track to playlists and music blogs for additional exposure. - -### Step 6: Engagement with Audience -- **Social Media Interaction**: Engage with fans through social media by sharing behind-the-scenes content, teasers, and updates leading up to the release. -- **Live Performances**: Consider scheduling live performances or virtual events to promote the track and connect with your audience. - -By following these steps and maintaining open communication throughout the process, we can create a compelling music track and video that resonates with listeners. Let's get started!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Director Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Concept Development** - -**Song Title:** ""Echoes of Tomorrow"" -**Artist:** [Insert Artist Name] -**Theme:** The song explores themes of hope, resilience, and the journey toward a brighter future despite life's challenges. - -**Creative Concept:** - -1. **Visual Style:** - - **Color Palette:** Use a mix of warm and cool tones to represent the contrast between struggle and hope. Warm colors (oranges, yellows) will symbolize hope, while cool colors (blues, grays) will represent challenges. - - **Cinematography:** Utilize a mix of handheld and steady shots to create an intimate yet dynamic feel. Slow-motion sequences will highlight emotional moments. - -2. **Narrative Structure:** - - **Opening Scene:** The video opens in a dimly lit room, where the artist is seen reflecting on their past (represented by old photographs scattered around). This sets the tone of introspection. - - **Verse 1:** As the music begins, the artist walks through a cityscape, capturing the hustle and bustle of life. Quick cuts show people facing their daily struggles, emphasizing the song's theme of resilience. - - **Chorus:** The visuals shift to a bright outdoor setting, symbolizing hope. The artist performs with a group of diverse individuals who represent different backgrounds, all coming together to celebrate life and unity. - - **Verse 2:** Flashbacks of personal struggles (e.g., a dancer practicing alone, an artist painting, a student studying late) are interspersed with scenes of collaboration and support among friends. - - **Bridge:** A powerful dance sequence featuring a group of dancers expressing their emotions through movement, symbolizing the release of pain and the embrace of hope. - - **Final Chorus:** The video culminates in a large outdoor gathering, where everyone joins together, dancing and celebrating under a vibrant sunset, signifying a collective hope for the future. - -3. **Symbolism:** - - **Mirrors:** Throughout the video, mirrors will be used to symbolize self-reflection and the idea of seeing one's true potential. - - **Nature Elements:** Incorporate elements like flowers blooming and sunlight breaking through clouds to visually represent growth and hope. - -4. **Locations:** - - **Urban Environment:** City streets, parks, and rooftops to capture the essence of daily life. - - **Nature Settings:** A beautiful park or beach for the hopeful outdoor scenes, emphasizing the connection to nature and renewal. - -5. **Costume and Styling:** - - **Artist's Wardrobe:** A mix of casual yet stylish outfits that evolve from darker tones in the beginning to brighter, more colorful attire as the video progresses. - - **Supporting Cast:** Diverse outfits that reflect individuality but also a sense of unity, showcasing different cultures and backgrounds. - -**Production Coordination:** - -- **Pre-Production:** - - **Casting:** Select a diverse group of extras to represent various backgrounds and experiences. - - **Location Scouting:** Identify and secure locations that align with the narrative and visual style. - - **Rehearsals:** Schedule rehearsals for dance sequences and key performances. - -- **Production:** - - **Shooting Schedule:** Plan a timeline for each scene, ensuring efficient use of time and resources. - - **Crew Coordination:** Work closely with the director of photography, choreographer, and production designer to ensure a cohesive vision. - -- **Post-Production:** - - **Editing:** Collaborate with the editor to create a rhythm that matches the song's tempo, ensuring emotional beats align with visual peaks. - - **Color Grading:** Enhance the color palette to reflect the song's journey from struggle to hope. - -**Promotion and Distribution:** - -- **Teaser Campaign:** Release short clips and behind-the-scenes footage on social media to build anticipation. -- **Launch Event:** Host a virtual or in-person premiere of the music video, inviting fans and influencers to engage with the artist. -- **Distribution Strategy:** Utilize platforms like YouTube, Spotify, and social media to reach a wide audience, along with targeted ads to increase visibility. - -This concept aims to create a visually stunning and emotionally resonant music video that captures the essence of ""Echoes of Tomorrow,"" inspiring viewers to embrace hope and resilience in their own lives.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Editor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To create an engaging music video, follow these steps for editing the footage and enhancing the final product: - -### **Editing the Music Video** - -1. **Review Footage:** - - Watch all the raw footage and take notes on the best takes, performances, and visually striking moments. - -2. **Establish a Storyline:** - - Decide on a central theme or narrative for the music video. This can be based on the song's lyrics or mood. - -3. **Create a Rough Cut:** - - Assemble the footage in a timeline, laying out the selected clips in sync with the music. Focus on key moments that align with the song's rhythm and lyrics. - -4. **Use Dynamic Cuts:** - - Incorporate quick cuts during high-energy sections of the song to maintain viewer engagement. Use slower cuts for emotional or significant moments. - -5. **Transitions:** - - Experiment with transitions (such as fades, wipes, and zooms) to create a seamless flow between scenes. Use transitions that match the song’s tone—smooth for ballads, sharper for upbeat tracks. - -6. **Visual Effects:** - - Add visual effects like color grading to enhance the mood. Bright colors can energize the video, while muted tones can evoke emotion. - -7. **Incorporate B-Roll:** - - Include B-roll footage that complements the main performance. This can be behind-the-scenes shots, crowd reactions, or scenic visuals that add depth. - -8. **Text and Graphics:** - - If applicable, add text overlays for song titles, artist names, and social media handles. Ensure they are stylish but not distracting. - -9. **Syncing Audio:** - - Ensure the audio track is perfectly synced with the visuals. Adjust any lag or timing issues to enhance the overall experience. - -10. **Final Review:** - - Watch the video several times to catch any inconsistencies or areas for improvement. Get feedback from collaborators or peers. - -### **Promotion and Distribution** - -1. **Create a Release Plan:** - - Outline a timeline for the video launch, including teasers leading up to the release date. - -2. **Social Media Strategy:** - - Develop a promotional campaign on platforms like Instagram, TikTok, and Twitter. Use snippets and behind-the-scenes content to build anticipation. - -3. **YouTube Release:** - - Upload the video to YouTube with an engaging title, description, and relevant tags to enhance discoverability. - -4. **Collaborate with Influencers:** - - Reach out to influencers or music bloggers to share the video and gain wider exposure. - -5. **Engage with Fans:** - - Encourage fans to share the video and use a specific hashtag to create a community around the release. - -6. **Monitor Performance:** - - Keep track of views, likes, shares, and comments to gauge audience engagement and feedback. - -By following these steps, you can create a captivating music video that not only showcases the track effectively but also resonates with a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively manage the production of the music video for Swarms Corp, we will follow these steps: - -### Pre-Production - -1. **Budgeting**: - - Estimate total costs including studio time, equipment rental, crew salaries, location fees, post-production, and marketing. - - Allocate funds for unexpected expenses (typically 10-15% of the total budget). - -2. **Scheduling**: - - Create a timeline for the entire project, including pre-production, shooting days, post-production, and release. - - Schedule the video shoot, ensuring availability of the artist, crew, and location. - -3. **Casting and Crew**: - - Hire a director, cinematographer, and production crew. - - Cast any additional actors or dancers required for the video. - -4. **Location Scouting**: - - Identify and secure locations for the shoot, considering logistics like permits and accessibility. - -5. **Shot List and Storyboard**: - - Collaborate with the director to create a shot list and storyboard that aligns with the vision for the music video. - -### Production - -6. **Shooting the Video**: - - Ensure that all equipment is prepared and ready for the shoot. - - Coordinate the logistics on the shooting days, including transportation, catering for the crew, and managing the schedule. - - Oversee the set to ensure everything runs smoothly and remains on schedule. - -### Post-Production - -7. **Editing**: - - Work with an editor to compile footage, add effects, and finalize the music video. - - Schedule review sessions to ensure the final product meets expectations. - -8. **Feedback and Revisions**: - - Gather feedback from stakeholders and make necessary adjustments before finalizing the video. - -### Promotion and Distribution - -9. **Marketing Strategy**: - - Develop a marketing plan that includes social media promotion, press releases, and potential partnerships with influencers. - - Create teasers and behind-the-scenes content to generate buzz. - -10. **Distribution**: - - Plan the release strategy (platforms, timing, etc.) for the music video. - - Upload the video to various platforms (YouTube, Vimeo, social media) and monitor engagement. - -11. **Follow-up**: - - Analyze the performance of the music video and track audience engagement. - - Gather feedback to inform future projects. - -### Timeline Example -- **Week 1-2**: Budgeting, scheduling, casting, and location scouting. -- **Week 3**: Finalize production team and finalize shot list/storyboard. -- **Week 4**: Shoot the music video. -- **Week 5-6**: Post-production (editing, revisions). -- **Week 7**: Marketing rollout and distribution. - -### Budget Example -- **Total Budget**: $20,000 - - Equipment Rental: $5,000 - - Crew Salaries: $8,000 - - Location Fees: $2,000 - - Post-Production: $3,000 - - Marketing: $2,000 - -By following these steps and maintaining clear communication with all parties involved, we can ensure the successful completion of the music video on time and within budget.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Marketer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Marketing Strategy for Music Video Promotion** - -**1. Define Target Audience:** - - Identify demographics such as age, gender, location, and interests of potential listeners. - - Analyze similar artists' fan bases to tailor the campaign. - -**2. Pre-Launch Strategy:** - - **Teaser Campaign**: Create anticipation by sharing short clips or behind-the-scenes footage of the video on social media. - - **Countdown Posts**: Use a countdown to the release date on platforms like Instagram Stories and Twitter to build excitement. - - **Email Newsletter**: Leverage an email list to share exclusive sneak peeks and reminders about the release date. - -**3. Social Media Campaigns:** - - **Instagram & TikTok Challenges**: Create a dance or lip-sync challenge related to the song, encouraging fans to participate and share their videos. - - **Hashtag Campaign**: Develop a unique hashtag (e.g., #SongTitleChallenge) to track engagement and encourage sharing. - - **Live Q&A**: Host a live session on platforms like Instagram or Facebook where the artist discusses the song's inspiration and answers fan questions. - -**4. Influencer Collaborations:** - - Partner with influencers and content creators to promote the music video. They can create content using the song, share their thoughts, or even participate in the challenges. - - Offer influencers exclusive access to the video before its release for them to create buzz within their communities. - -**5. Video Distribution:** - - **YouTube Premiere**: Schedule a premiere for the music video on YouTube to encourage real-time engagement and chat with fans. - - **Cross-Promotion**: Share the video across all social media platforms (Facebook, Twitter, Instagram, TikTok, Snapchat) with engaging captions and snippets. - -**6. Paid Advertising:** - - **Social Media Ads**: Run targeted ads on platforms like Instagram, Facebook, and TikTok to reach a wider audience. - - **YouTube Ads**: Utilize YouTube ads to promote the music video to users based on their music preferences. - -**7. Engagement Tactics:** - - **Fan Contests**: Host a contest where fans can win merchandise or a virtual meet-and-greet by sharing the video or creating content related to it. - - **Comments and Replies**: Actively engage with fans in the comments section of the video and on social media to foster a community. - -**8. Post-Launch Strategy:** - - **Follow-Up Content**: Share behind-the-scenes content, making-of videos, and interviews discussing the music video to keep the momentum going. - - **Streaming Platforms**: Ensure the song is available on all major streaming services (Spotify, Apple Music, etc.) and promote playlists featuring the song. - -**9. Analyze and Adjust:** - - Monitor engagement metrics across all platforms (views, shares, comments) to understand what strategies are working. - - Be flexible and ready to adjust the marketing plan based on audience feedback and engagement levels. - -**10. Collaborate with Music Blogs and Podcasts:** - - Reach out to music bloggers and podcasters for features, interviews, or reviews of the music video to tap into their audiences. - -By implementing this comprehensive marketing strategy, the music video can gain maximum visibility and engagement across various platforms, ultimately reaching a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Distributor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively distribute the music track and music video, follow these steps: - -### 1. **Upload the Music Video** - - **YouTube**: Create a visually appealing thumbnail and optimize the title, description, and tags for searchability. Consider using YouTube Premiere for a launch event. - - **Vimeo**: Upload the video for a more professional presentation and to reach a different audience. - -### 2. **Distribute the Music Track** - - **Streaming Services**: Use a digital distribution service (like DistroKid, TuneCore, or CD Baby) to upload the track to platforms such as Spotify, Apple Music, Amazon Music, and Tidal. - - **SoundCloud**: Share the track on SoundCloud to engage with independent music communities. - -### 3. **Social Media Promotion** - - **Instagram**: Share snippets of the video and behind-the-scenes content. Use Stories and Reels to engage followers. - - **TikTok**: Create a challenge or trend around the music track to encourage user-generated content. - - **Facebook**: Post updates, teasers, and share the video in relevant groups. - -### 4. **Engage with Influencers and Bloggers** - - Reach out to music bloggers and influencers in your genre. Offer them exclusive previews or interviews to generate buzz. - - Consider collaborating with TikTok or Instagram influencers to promote the track through their channels. - -### 5. **Email Marketing** - - Build an email list and send out a newsletter announcing the release. Include links to the video and streaming platforms. - -### 6. **Press Release** - - Write a press release about the music video and track, highlighting unique aspects. Distribute it to music news websites and local media outlets. - -### 7. **Playlists and Radio** - - Submit the track to Spotify playlists, especially those curated for emerging artists. - - Contact local and online radio stations to feature the track. - -### 8. **Live Performances and Events** - - Schedule live performances or virtual concerts to promote the release. Use platforms like Instagram Live, Facebook Live, or YouTube Live. - -### 9. **Advertising** - - Consider running ads on social media platforms to target specific demographics. Use engaging snippets from the video as ad content. - -### 10. **Engagement and Follow-Up** - - Engage with your audience through comments and messages. Encourage them to share the video and track. - - Monitor the performance of your distribution efforts and adjust strategies as needed. - -By following these steps, you can ensure that your music track and video reach a wide audience effectively.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Songwriter Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Verse 1** -In the city lights, where the dreams collide, -Chasing all the stars with you by my side, -Heartbeat racing, like a wild parade, -We’ll dance through the night, never be afraid. - -**Pre-Chorus** -Let the rhythm take control, -Feel the music in your soul, -Together we’ll ignite the fire, -Burning bright, lifting higher. - -**Chorus** -So let’s rise up, break the chains, -Scream our love in all the lanes, -With every step, we’ll own the night, -Together we’re unstoppable, shining bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, breaking through the screens, -With our hearts wide open, -We’ll make our own scene. - -**Verse 2** -Underneath the stars, we’ll write our fate, -Every laugh and tear, yeah, it's never too late, -A story unwritten, but we’ll make it real, -With every rhythm, you know how I feel. - -**Pre-Chorus** -Let the rhythm take control, -Feel the music in your soul, -Together we’ll ignite the fire, -Burning bright, lifting higher. - -**Chorus** -So let’s rise up, break the chains, -Scream our love in all the lanes, -With every step, we’ll own the night, -Together we’re unstoppable, shining bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, breaking through the screens, -With our hearts wide open, -We’ll make our own scene. - -**Bridge** -When the world tries to bring us down, -We’ll stand tall, wearing our crown, -No more limits, we’ll defy, -With you, I know we’ll always fly. - -**Chorus** -So let’s rise up, break the chains, -Scream our love in all the lanes, -With every step, we’ll own the night, -Together we’re unstoppable, shining bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, breaking through the screens, -With our hearts wide open, -We’ll make our own scene. - -**Outro** -Yeah, together, we’ll make our own scene, -With our hearts wide open, drowning in dreams. -Oh-oh-oh, come on and rise, -Together unstoppable, reaching for the skies. - ---- - -Feel free to collaborate with the music producer and singer on any adjustments to enhance the flow and fit with the melody!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To successfully produce a music track and a music video, and then promote and distribute them effectively, we can break down the process into several key steps: - -### 1. **Pre-Production** - - **Songwriting**: Collaborate with the songwriter to finalize the lyrics and melody. Ensure the song has a clear theme and structure (verse, chorus, bridge). - - **Arrangement**: Work with the sound engineer to create an arrangement that complements the lyrics and enhances the emotional impact of the song. Decide on the instrumentation and overall sound. - -### 2. **Production** - - **Recording**: Schedule studio time for the singer to record the vocals. Ensure the environment is conducive to capturing high-quality sound. - - **Instrumentation**: Record the instrumental elements, including drums, bass, guitars, keyboards, and any other necessary instruments. Pay attention to the arrangement to ensure all elements work together harmoniously. - - **Mixing**: Once all elements are recorded, the sound engineer will mix the track, balancing levels, adding effects, and ensuring clarity and cohesion. - -### 3. **Music Video Production** - - **Concept Development**: Brainstorm ideas for the music video that align with the song's theme. Create a storyboard to visualize the scenes. - - **Filming**: Organize a shoot with a director and crew. Ensure the visuals complement the song and convey the intended message. - - **Editing**: Edit the footage to create a polished final product. Incorporate effects, transitions, and color grading to enhance the visual appeal. - -### 4. **Promotion and Distribution** - - **Marketing Strategy**: Develop a marketing plan that includes social media promotion, press releases, and potential partnerships with influencers or music blogs. - - **Distribution**: Choose distribution platforms (Spotify, Apple Music, YouTube, etc.) to release the track and video. Consider using a digital distributor to reach a wider audience. - - **Engagement**: Engage with fans through social media, live performances, and promotional events. Encourage sharing and interaction to build momentum. - -### 5. **Post-Release** - - **Feedback and Analysis**: Monitor the response to the track and video. Gather feedback from listeners and viewers to understand what resonates. - - **Adjust Marketing Efforts**: Based on the feedback and analytics, adjust marketing strategies to maximize reach and engagement. - -By following these steps, we can create a cohesive and polished music track and video that resonates with the audience and achieves successful promotion and distribution. Let’s get started on each phase!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Sound Engineer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively produce a music track and a music video, followed by promotion and distribution, here’s a step-by-step plan: - -### Music Track Production - -1. **Songwriting and Composition**: - - Collaborate with songwriters to create compelling lyrics and melodies. - - Decide on the genre and style of the track. - -2. **Recording**: - - Book a professional studio or set up a home studio. - - Record vocals and instruments, ensuring high-quality audio capture. - -3. **Mixing**: - - Balance levels between vocals and instruments. - - Use EQ to enhance clarity, especially for the vocals. - - Apply compression to control dynamics and add punch. - - Add reverb and delay for depth and space. - -4. **Mastering**: - - Finalize the track by ensuring it sounds polished and cohesive. - - Adjust overall loudness and ensure it translates well across different playback systems. - -### Music Video Production - -1. **Concept Development**: - - Brainstorm ideas that align with the song's theme. - - Create a storyboard to visualize the scenes. - -2. **Filming**: - - Hire a director and crew to shoot the video. - - Choose locations that enhance the visual storytelling. - - Ensure high-quality video capture with good lighting and camera equipment. - -3. **Editing**: - - Edit the footage to match the rhythm and mood of the song. - - Add effects, transitions, and color grading to enhance the visual appeal. - -### Promotion and Distribution - -1. **Marketing Strategy**: - - Identify the target audience and platforms (social media, streaming services). - - Create promotional materials (teasers, posters, behind-the-scenes content). - -2. **Release Plan**: - - Choose a release date and create a countdown on social media. - - Distribute the track to streaming platforms (Spotify, Apple Music, etc.) and upload the music video to YouTube. - -3. **Engagement**: - - Engage with fans through social media, live Q&A sessions, and virtual events. - - Collaborate with influencers and bloggers to reach a wider audience. - -4. **Performance**: - - Plan live performances or virtual concerts to promote the track. - - Consider submitting the track to radio stations and music blogs for additional exposure. - -By following these steps, you can effectively produce, promote, and distribute your music track and video to reach a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Singer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","Sure! Let's break down the process for creating the music track and music video, as well as the promotion strategy. - -### Step 1: Music Track Production -1. **Songwriting Collaboration**: Work with the songwriter to finalize the lyrics and melody. Discuss the theme and emotion of the song. -2. **Vocal Recording**: - - Set up a comfortable recording environment. - - Record multiple takes of each section (verses, chorus, bridge) to capture different vocal nuances. - - Experiment with vocal delivery styles (e.g., soft, powerful, emotional) to find the best fit. -3. **Vocal Editing**: Select the best takes and edit them for pitch, timing, and clarity. Add harmonies or backing vocals if needed. -4. **Mixing and Mastering**: Collaborate with the music producer to mix the track, ensuring that the vocals sit well within the instrumentation. Master the final version for distribution. - -### Step 2: Music Video Production -1. **Concept Development**: Brainstorm ideas for the music video that align with the song's theme. Create a storyboard outlining key scenes. -2. **Location Scouting**: Choose locations that enhance the visual storytelling. Consider indoor and outdoor settings. -3. **Filming**: Work with a director and crew to film the video, capturing dynamic performances and engaging visuals. Ensure to include close-ups of the vocals and emotional expressions. -4. **Editing**: Edit the footage to create a cohesive narrative that complements the music. Add effects, transitions, and color grading to enhance the visual appeal. - -### Step 3: Promotion and Distribution -1. **Social Media Strategy**: Create teaser clips and behind-the-scenes content to build anticipation. Use platforms like Instagram, TikTok, and YouTube. -2. **Music Platforms**: Distribute the track on streaming platforms (Spotify, Apple Music, etc.) and upload the music video to YouTube. -3. **Press Release and Outreach**: Write a press release announcing the track and video. Reach out to music blogs, influencers, and local radio stations for coverage. -4. **Engagement**: Host a virtual release party or Q&A session to engage with fans. Encourage them to share the track and video on their social media. - -### Step 4: Feedback and Iteration -1. **Monitor Response**: Track engagement metrics (views, streams, shares) to understand audience reception. -2. **Gather Feedback**: Encourage listeners to provide feedback and use it to inform future projects. - -By following these steps, we can create a captivating music track and video that resonates with a wide audience. Let’s get started! What are the next steps you’d like to take?",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Director Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Concept Development** - -**Song Title:** ""Echoes of Tomorrow"" -**Artist:** [Artist Name] -**Theme:** The song explores themes of hope, resilience, and the journey towards a brighter future. It juxtaposes the struggles of the present with the aspirations for a better tomorrow. - -**Concept Overview:** -The music video will visually narrate a journey from darkness to light, symbolizing the transition from despair to hope. It will incorporate elements of nature, urban landscapes, and personal moments to create a relatable and inspiring story. - -**Visual Elements:** -1. **Opening Scene:** - - A dimly lit room with the artist sitting alone, reflecting on their struggles. Shadows play on the walls, symbolizing the weight of their emotions. - - Close-up shots of the artist’s face, capturing raw emotions. - -2. **Transition:** - - As the beat drops, the room begins to fill with light. The artist stands up, and the camera follows them as they step outside into a bustling city. - - Quick cuts of urban life: people rushing, cars honking, and the chaos of everyday life. - -3. **Nature Interlude:** - - The scene shifts to serene nature settings: a forest, a beach at sunrise, and mountains. This symbolizes the artist’s internal journey towards peace and clarity. - - Slow-motion shots of the artist interacting with nature (e.g., running through a field, feeling the wind). - -4. **Community Connection:** - - The artist meets various individuals who represent different struggles (e.g., a single parent, a student, an elderly person). They share brief moments of connection, emphasizing the theme of unity and support. - - Shots of laughter, shared smiles, and moments of kindness. - -5. **Climactic Build-Up:** - - As the song reaches its climax, the artist returns to the city, but this time the atmosphere is different. People are smiling, helping each other, and engaging in acts of kindness. - - The artist performs in the middle of a vibrant street, surrounded by a diverse crowd, symbolizing hope and collective strength. - -6. **Closing Scene:** - - The video ends with the artist standing on a rooftop at sunset, looking out over the city. The camera pans out to show the skyline, representing endless possibilities. - - Fade to black with the text: ""Together, we rise."" - -**Production Coordination:** -- **Location Scouting:** Identify urban and natural locations that align with the concept. Ensure accessibility and permits are secured. -- **Casting:** Select diverse individuals to represent the community scenes, focusing on authenticity and relatability. -- **Wardrobe:** Plan outfits that reflect the artist’s style while also embodying the themes of struggle and hope. -- **Cinematography:** Utilize a mix of handheld and steady shots to create an intimate yet dynamic feel. Incorporate drone shots for the nature and skyline scenes. - -**Collaboration with Video Producer and Editor:** -- **Storyboarding:** Create a detailed storyboard outlining each scene, camera angles, and transitions. -- **Editing Style:** Discuss a vibrant color palette that evolves from dark to bright, reflecting the song's journey. Use smooth transitions and rhythmic cuts to match the music’s tempo. -- **Post-Production:** Plan for visual effects that enhance emotional moments (e.g., light flares, slow-motion sequences). - -**Promotion and Distribution Strategy:** -1. **Teaser Campaign:** Release short teasers on social media leading up to the video launch, highlighting key visuals and the song’s message. -2. **Launch Event:** Host a virtual or in-person premiere, inviting fans and media to engage with the artist and the video. -3. **Social Media Engagement:** Encourage fans to share their own stories of resilience using a dedicated hashtag, creating a community around the song. -4. **Streaming Platforms:** Distribute the video on major platforms (YouTube, Vevo) and promote it through playlists and collaborations with influencers. - -By combining a compelling narrative with visually stunning elements, ""Echoes of Tomorrow"" will resonate with audiences and inspire them to embrace hope and connection.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Editor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To create an engaging music video that complements the track produced by Swarms Corp, follow these steps: - -### Pre-Production - -1. **Concept Development**: - - Collaborate with the artist to define the theme and story of the song. - - Create a storyboard that outlines the key scenes and visuals to accompany the lyrics. - -2. **Location Scouting**: - - Choose visually appealing locations that enhance the mood of the track. This could include urban settings, nature, or studio setups. - -3. **Casting**: - - Select actors or dancers who can portray the emotions and energy of the song effectively. - -4. **Schedule**: - - Plan a shooting schedule that maximizes daylight and allows for multiple takes. - -### Production - -1. **Filming**: - - Use a variety of shots (wide, medium, close-ups) to keep the video dynamic. - - Capture performance shots of the artist, as well as narrative-driven scenes that align with the song's lyrics. - -2. **B-Roll**: - - Film additional footage that can be used to enhance the storytelling, such as scenery, audience reactions, or behind-the-scenes moments. - -### Post-Production - -1. **Editing**: - - Sync the video footage with the music track precisely. - - Use cuts to emphasize key moments in the song, such as drops or climaxes. - - Incorporate transitions (like fades, wipes, or dissolves) that match the rhythm and mood of the track. - -2. **Color Grading**: - - Apply color correction to ensure consistency throughout the video. - - Use color grading techniques to evoke a particular mood that complements the song. - -3. **Visual Effects**: - - Add subtle effects if appropriate, such as light flares or animated elements that enhance the visuals without overshadowing the performance. - -4. **Final Touches**: - - Include titles, credits, and any necessary branding elements. - - Ensure the audio levels are balanced, making sure the song is clear and prominent. - -### Distribution and Promotion - -1. **Launch Strategy**: - - Choose the best platforms to release the music video, such as YouTube, social media, and music streaming services. - - Create teaser clips leading up to the release to generate interest. - -2. **Engagement**: - - Encourage viewers to share the video and use hashtags to increase visibility. - - Consider collaborations with influencers or music bloggers for additional reach. - -3. **Monitoring**: - - Track the performance of the video through analytics to understand audience engagement and adjust future promotional strategies accordingly. - -By following these steps, the final music video will not only be visually appealing but also resonate with the audience, enhancing the overall experience of the track produced by Swarms Corp.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Production Plan** - -**1. Pre-Production Phase** - - **Budgeting**: - - Determine total budget for the track and video. - - Allocate funds for production, post-production, marketing, and distribution. - - **Concept Development**: - - Collaborate with the artist and creative team to finalize the concept/theme of the video. - - Create a storyboard to visualize scenes and shots. - - **Location Scouting**: - - Identify and secure locations for filming. - - Obtain necessary permits for shooting. - - **Casting**: - - Cast actors/extras if needed. - - Schedule auditions and finalize the cast. - -**2. Production Phase** - - **Scheduling**: - - Create a shooting schedule detailing dates, times, and locations for each scene. - - Coordinate with the cast and crew to ensure availability. - - **Equipment Rental**: - - Rent necessary filming equipment, including cameras, lights, and sound gear. - - **Production Team**: - - Hire a director, cinematographer, production assistants, and other crew members. - - **Filming**: - - Oversee the filming process to ensure the vision is executed. - - Manage the production team and resolve any on-set issues. - -**3. Post-Production Phase** - - **Editing**: - - Work with an editor to cut the footage, add effects, and finalize the video. - - **Sound Design**: - - Ensure the music track is properly synced and mixed with the video. - - **Feedback and Revisions**: - - Conduct screenings for initial feedback and make necessary adjustments. - -**4. Promotion and Distribution** - - **Marketing Strategy**: - - Develop a marketing plan to promote the track and video. - - Utilize social media, press releases, and influencer partnerships to reach a wider audience. - - **Release Schedule**: - - Plan the release date for the music track and video. - - Consider timing for maximum impact (e.g., avoiding competition with major releases). - - **Distribution**: - - Distribute the video on platforms like YouTube, Vimeo, and social media. - - Ensure the music track is available on streaming services (Spotify, Apple Music, etc.). - -**5. Evaluation** - - **Performance Metrics**: - - Analyze view counts, engagement rates, and feedback after the release. - - **Post-Mortem Review**: - - Conduct a review with the team to discuss successes and areas for improvement for future projects. - -**Next Steps**: -- Schedule a kick-off meeting with the artist and production team to align on vision and next steps. -- Finalize the budget and start securing locations and crew as soon as possible.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Marketer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Marketing Strategy for Music Video Promotion - -**Objective:** To maximize views, engagement, and overall reach of the music video across various platforms. - ---- - -### 1. **Pre-Launch Phase** - -#### A. Teaser Campaign -- **Social Media Teasers:** Share short clips (5-10 seconds) of the music video on platforms like Instagram, TikTok, and Twitter. Use engaging captions and hashtags to create buzz. -- **Countdown Posts:** Start a countdown 7 days before the release, posting daily with behind-the-scenes content, sneak peeks, or quotes from the artist. - -#### B. Influencer Partnerships -- **Engage Influencers:** Collaborate with music influencers and content creators to share teasers and promote the upcoming release. Offer them exclusive access to the video before the public release. - -#### C. Email Marketing -- **Newsletter Announcement:** Send out an email to your subscriber list announcing the upcoming release. Include a teaser clip and a call-to-action to share with friends. - ---- - -### 2. **Launch Phase** - -#### A. Video Release -- **YouTube Premiere:** Schedule a premiere on YouTube to create excitement. Engage with viewers in the live chat during the premiere. -- **Social Media Blast:** Simultaneously post the video link across all social media platforms with engaging captions and relevant hashtags. - -#### B. Hashtag Campaign -- **Create a Unique Hashtag:** Encourage fans to use a specific hashtag when sharing the video. This will help track engagement and create a sense of community. - -#### C. Live Q&A Session -- **Artist Engagement:** Host a live Q&A session on Instagram or YouTube with the artist to discuss the video, its meaning, and answer fan questions. - ---- - -### 3. **Post-Launch Phase** - -#### A. User-Generated Content -- **Challenge or Contest:** Launch a dance challenge or a cover contest on TikTok or Instagram Reels, encouraging fans to create their own content using the music video. -- **Feature Fan Content:** Regularly share user-generated content on your official channels to encourage more participation. - -#### B. Paid Advertising -- **Social Media Ads:** Run targeted ads on Facebook, Instagram, and TikTok to reach a broader audience. Use engaging visuals and snippets from the video. -- **YouTube Ads:** Utilize YouTube ads to promote the video to users who enjoy similar music genres. - -#### C. Collaborations and Remixes -- **Remix Contest:** Encourage producers and DJs to create remixes of the track. Feature the best remixes on your channels and promote them. -- **Collaborate with Other Artists:** Partner with other artists for cross-promotion. They can share the video with their audience, expanding reach. - ---- - -### 4. **Engagement and Retention** - -#### A. Regular Updates -- **Behind-the-Scenes Content:** Share behind-the-scenes footage and stories about the making of the video to keep the audience engaged. -- **Follow-Up Content:** Create additional content related to the video, such as lyric videos, acoustic versions, or interviews with the artist. - -#### B. Fan Interaction -- **Polls and Questions:** Use Instagram Stories to engage fans with polls or questions about their favorite parts of the video. -- **Thank You Posts:** Acknowledge and thank fans for their support, encouraging them to continue sharing the video. - ---- - -### 5. **Analytics and Feedback** - -#### A. Monitor Performance -- **Track Metrics:** Use analytics tools to monitor views, engagement rates, and audience demographics across all platforms. -- **Adjust Strategy:** Based on performance data, adjust your marketing strategy to focus on the most effective channels and content types. - -#### B. Gather Feedback -- **Surveys:** Send out surveys to your audience to gather feedback on the video and their overall experience. Use this information for future projects. - ---- - -### Conclusion -By implementing this comprehensive marketing strategy, you can effectively promote the music video, engage with fans, and reach a wider audience. Consistent interaction and creative content will help maintain momentum and keep the audience excited about the artist and their music.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Distributor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","To effectively distribute the music track and music video, follow these steps: - -### Production Phase -1. **Create the Track**: Collaborate with your production team to finalize the music track. Ensure it’s professionally mixed and mastered. -2. **Shoot the Music Video**: Plan the concept, locations, and filming schedule for the music video. Engage a director and videographer to ensure high-quality production. - -### Distribution Strategy -1. **YouTube**: - - Upload the music video to your official channel. - - Optimize the video title, description, and tags for searchability. - - Create an engaging thumbnail. - - Schedule a premiere to generate excitement. - -2. **Streaming Services**: - - Distribute the music track to platforms like Spotify, Apple Music, Amazon Music, and Tidal using a digital distributor (e.g., DistroKid, TuneCore). - - Create playlists featuring the track and submit to playlist curators. - -3. **Social Media Platforms**: - - Share clips and behind-the-scenes content on Instagram, TikTok, and Facebook. - - Use reels and stories to create buzz around the release. - - Engage with followers and encourage them to share the content. - -4. **Music Blogs and Websites**: - - Reach out to music blogs, review sites, and online magazines to feature the track and video. - - Submit for consideration on platforms like Hype Machine. - -5. **Email Marketing**: - - Send out a newsletter to your email list announcing the release, with links to the track and video. - - Include exclusive content or incentives for early listeners. - -6. **Collaborations with Influencers**: - - Partner with social media influencers and content creators for promotion. - - Encourage them to use your track in their videos or create unique content inspired by your music. - -7. **Live Events**: - - Organize a release party or live performance to promote the music. - - Use live streams to reach a wider online audience. - -8. **Advertising**: - - Run targeted ads on social media platforms to reach potential listeners. - - Consider video ads on YouTube to promote the music video directly. - -9. **Follow-Up**: - - Monitor the performance of the track and video across platforms. - - Engage with the audience through comments and messages, responding to feedback and encouraging shares. - -By implementing this strategy, you can maximize the reach and impact of your music track and video across various platforms and audiences.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Songwriter Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Verse 1** -In the heart of the night, where the shadows play, -We're dancing on the edge, never fade away, -Chasing all our fears like a whisper in the dark, -With every step we take, we’re leaving our mark. - -**Pre-Chorus** -Feel the pulse of the crowd, -Lift us up, we’re unbowed, -Together we’ll light up the sky, -With a fire that will never die. - -**Chorus** -So let’s rise up, break the chains, -Shout our truth in thunderous refrains, -With every heartbeat, we’ll own the night, -Together we’re unstoppable, burning bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, rewriting the scene, -With our hearts wide open, -We’ll live our wildest dreams. - -**Verse 2** -Underneath the moon, we’ll carve our names, -Every joy and struggle, we’ll cherish the flames, -A tale unwritten, but the ink is our love, -Together we’ll soar like the stars above. - -**Pre-Chorus** -Feel the pulse of the crowd, -Lift us up, we’re unbowed, -Together we’ll light up the sky, -With a fire that will never die. - -**Chorus** -So let’s rise up, break the chains, -Shout our truth in thunderous refrains, -With every heartbeat, we’ll own the night, -Together we’re unstoppable, burning bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, rewriting the scene, -With our hearts wide open, -We’ll live our wildest dreams. - -**Bridge** -When the world tries to dim our light, -We’ll stand strong, ready for the fight, -No more limits, we’ll fly high, -With you, my love, we’ll touch the sky. - -**Chorus** -So let’s rise up, break the chains, -Shout our truth in thunderous refrains, -With every heartbeat, we’ll own the night, -Together we’re unstoppable, burning bright. -Oh-oh-oh, we’re the dreamers, -Oh-oh-oh, rewriting the scene, -With our hearts wide open, -We’ll live our wildest dreams. - -**Outro** -Together, we’ll make our own fate, -With every heartbeat, it’s never too late. -Oh-oh-oh, come on and rise, -Together unstoppable, reaching for the skies. - ---- - -Feel free to tweak any sections or add melodies that resonate with the vibe! Let’s make this track a hit!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Step-by-Step Music Production and Promotion Plan - -#### 1. **Pre-Production** - -**Songwriting:** -- **Collaborate with the Songwriter**: Schedule a songwriting session to finalize the lyrics and melody. Discuss the song’s emotional tone and key messages. -- **Review Existing Material**: If there are demo versions or previous drafts, review them for potential improvements. - -**Arrangement:** -- **Outline the Structure**: Decide on the song structure (e.g., verse-chorus-verse-chorus-bridge-chorus). -- **Select Instrumentation**: Work with the sound engineer to choose instruments that fit the genre and vibe. Consider incorporating unique elements that stand out. - -#### 2. **Production** - -**Recording:** -- **Book Studio Time**: Reserve a professional studio equipped for the genre of music. -- **Vocal Sessions**: Schedule sessions for the singer to record vocals, ensuring they are comfortable and prepared. - -**Instrumentation:** -- **Track Instrumentals**: Record each instrument separately, focusing on tight performances. Ensure that each track complements the vocals and overall arrangement. -- **Layering**: Experiment with layering sounds (e.g., harmonies, backing vocals, additional instruments) to enrich the track. - -**Mixing:** -- **Sound Engineer’s Role**: Once all elements are recorded, the sound engineer will mix the track. This includes: - - Balancing levels of instruments and vocals. - - Adding reverb, delay, and other effects to enhance the sound. - - Ensuring clarity across different playback systems (headphones, speakers, etc.). - -#### 3. **Music Video Production** - -**Concept Development:** -- **Brainstorm Ideas**: Collaborate with the director to create a concept that visually represents the song’s themes and emotions. -- **Storyboard Creation**: Develop a storyboard that outlines key scenes, camera angles, and transitions. - -**Filming:** -- **Organize a Shoot**: Schedule filming days, book locations, and gather necessary equipment and crew. -- **Performance and Narrative Elements**: Capture both performance shots of the artist and any narrative elements that enhance the storytelling. - -**Editing:** -- **Post-Production**: Work with an editor to cut the footage together, adding visual effects, transitions, and color grading to create a polished final product. - -#### 4. **Promotion and Distribution** - -**Marketing Strategy:** -- **Social Media Campaign**: Create a timeline for teasers, behind-the-scenes content, and countdown posts leading up to the release. -- **Press Releases**: Write and distribute press releases to music blogs, magazines, and local media outlets. - -**Distribution:** -- **Choose Platforms**: Select digital distribution services (DistroKid, TuneCore, etc.) to release the track on streaming platforms like Spotify, Apple Music, and YouTube. -- **Music Video Release**: Plan the music video release simultaneously or shortly after the audio track to maximize impact. - -**Engagement:** -- **Fan Interaction**: Engage with fans through social media, live Q&A sessions, and contests. Encourage them to share their thoughts and experiences with the track. - -#### 5. **Post-Release** - -**Feedback and Analysis:** -- **Monitor Performance**: Use analytics tools to track streams, views, and engagement metrics on all platforms. -- **Gather Listener Feedback**: Encourage fans to provide feedback through social media and online surveys. - -**Adjust Marketing Efforts:** -- **Refine Strategies**: Based on the data collected, adjust marketing strategies to focus on what resonates most with the audience. Consider targeted ads or additional promotional content. - -### Next Steps -Let’s move forward by scheduling our initial songwriting session and booking studio time for the recording process. Once we have the song structure in place, we can proceed with the instrumental arrangements and plan for the music video shoot.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Sound Engineer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Comprehensive Plan for Music Track and Video Production, Promotion, and Distribution - -#### Music Track Production - -1. **Songwriting and Composition**: - - Collaborate with talented songwriters to craft engaging lyrics and melodies that resonate with the target audience. - - Determine the genre (pop, rock, hip-hop, etc.) and style that best suits the artist's image and the intended message of the song. - -2. **Recording**: - - Secure a professional recording studio or set up a high-quality home studio with the necessary equipment. - - Schedule recording sessions for vocals and instruments, ensuring a comfortable environment for artists to perform at their best. - -3. **Mixing**: - - **Level Balancing**: Adjust the volume levels of all tracks to ensure a balanced mix where no instrument or vocal overpowers another. - - **EQ Adjustments**: Use equalization to enhance the clarity of the vocals, cutting unnecessary low frequencies and boosting mid and high frequencies for presence. - - **Compression**: Apply compression to control the dynamic range of the vocals and instruments, adding punch and consistency. - - **Effects**: Incorporate reverb and delay to create a sense of space and depth, making the track feel more immersive. - -4. **Mastering**: - - Finalize the track by ensuring it sounds polished and cohesive across all playback systems. - - Adjust the overall loudness to industry standards while preserving dynamic range. - - Create different versions if necessary (radio edit, instrumental, etc.). - -#### Music Video Production - -1. **Concept Development**: - - Brainstorm creative ideas that align with the song's theme and mood. - - Develop a storyboard that outlines the visual narrative and key scenes. - -2. **Filming**: - - Hire a skilled director and production crew to bring the vision to life. - - Select visually appealing locations that enhance the storytelling and fit the song's vibe. - - Ensure high-quality video capture with professional lighting and camera equipment. - -3. **Editing**: - - Edit the footage to synchronize with the rhythm and mood of the song, ensuring smooth transitions and pacing. - - Add visual effects, color grading, and graphics to enhance the overall aesthetic of the video. - -#### Promotion and Distribution - -1. **Marketing Strategy**: - - Identify the target audience demographics and preferred platforms (Instagram, TikTok, YouTube, etc.). - - Create engaging promotional materials, including teasers, posters, and behind-the-scenes content to generate buzz. - -2. **Release Plan**: - - Choose a strategic release date, considering factors like holidays or events that might affect visibility. - - Create a countdown campaign on social media leading up to the release. - - Distribute the track to major streaming platforms (Spotify, Apple Music, Amazon Music) and upload the music video to YouTube. - -3. **Engagement**: - - Actively engage with fans through social media, responding to comments and sharing user-generated content. - - Host live Q&A sessions, virtual meet-and-greets, or listening parties to build a connection with the audience. - - Collaborate with influencers, bloggers, and music reviewers to expand reach and credibility. - -4. **Performance**: - - Plan live performances, whether in-person or virtual, to promote the track and connect with fans. - - Consider submitting the track to radio stations, podcasts, and music blogs for additional exposure and airplay. - -By following this comprehensive plan, you can effectively produce, promote, and distribute your music track and video, maximizing your chances of reaching a wide audience and achieving success in the music industry.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Singer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Step 1: Song Development -- **Songwriter Collaboration**: Let's schedule a session with the songwriter to dive deep into the song's themes and emotions. We can brainstorm ideas and ensure that the lyrics resonate with the intended message. -- **Vocal Style**: I’ll experiment with different vocal styles during our practice sessions to find the perfect fit for the song's genre. We can try out various techniques to see what feels right. - -### Step 2: Recording the Vocals -- **Multiple Takes**: I’ll prepare to record several takes of each section. This will allow us to capture the best vocal delivery and nuances. We can also explore different interpretations of the lyrics. -- **Emotion and Expression**: I’ll focus on conveying the right emotions in each line, paying attention to dynamics and phrasing. We can discuss specific moments in the song where heightened emotion is essential. - -### Step 3: Music Production -- **Collaboration with Producer**: I’ll work closely with the producer to discuss the arrangement and instrumentation. We can brainstorm ideas for harmonies and additional elements that will enhance the overall sound. -- **Feedback Loop**: I’ll be open to feedback from the producer and the songwriter, ensuring that we refine the track to its best version. - -### Step 4: Music Video Planning -- **Concept Development**: Let’s brainstorm visuals that align with the song’s themes. We can think about how to tell a story through the video that complements the music. -- **Storyboarding**: I’ll help create a storyboard that outlines key scenes and camera angles. If choreography is involved, we can plan that out as well. - -### Step 5: Promotion and Distribution -- **Marketing Strategy**: I’ll collaborate with the marketing team to develop a strategy that includes social media campaigns, teasers, and potential partnerships with influencers to maximize reach. -- **Distribution Channels**: We’ll ensure the track is distributed on major platforms like Spotify, Apple Music, and YouTube. I’ll also help identify playlists and blogs that align with our target audience. - -### Step 6: Engagement with Audience -- **Social Media Interaction**: I’ll engage with fans on social media by sharing behind-the-scenes content and updates. This will help build anticipation for the release. -- **Live Performances**: We can plan live performances or virtual events to promote the track and connect with the audience directly. - -By following these steps and maintaining clear communication, we can create a music track and video that truly resonates with listeners. Let’s get started on this exciting journey!",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Director Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","**Music Video Concept Development** - -**Song Title:** ""Echoes of Tomorrow"" -**Theme:** The song explores themes of hope, resilience, and the journey of self-discovery amidst challenges. - -### Concept Overview: -The music video will visually represent the emotional journey described in the song, using a blend of surreal imagery and real-world scenarios to convey the contrast between struggle and hope. The narrative will follow a protagonist who navigates through various stages of their life, symbolizing growth and transformation. - -### Visual Style: -- **Color Palette:** Soft pastels for scenes representing hope and joy, contrasted with darker, muted tones for moments of struggle. -- **Cinematography:** Fluid camera movements to create a dreamlike quality, with close-ups to capture emotional expressions and wide shots to emphasize isolation or vastness. - -### Scene Breakdown: - -1. **Opening Scene: ""The Weight of the World""** - - Location: A dimly lit room with clutter, symbolizing chaos. - - Action: The protagonist sits on the floor, surrounded by reminders of past failures (crumpled papers, broken items). - - Visuals: Slow zoom-in on their face, showing despair. - -2. **Transition: ""Breaking Free""** - - Location: A window with sunlight streaming in. - - Action: The protagonist stands up, opens the window, letting in light and fresh air. - - Visuals: Use of slow-motion to emphasize the moment of liberation. - -3. **Journey Through Nature: ""Finding Clarity""** - - Location: A beautiful forest or field. - - Action: The protagonist walks through nature, reflecting on their journey. - - Visuals: Fast-paced cuts of them smiling, interacting with nature (e.g., touching leaves, running through grass). - -4. **Climactic Scene: ""The Dance of Hope""** - - Location: An open field during sunset. - - Action: The protagonist dances freely, embodying joy and freedom. - - Visuals: Aerial shots capturing the beauty of the scene, interspersed with close-ups of their expression. - -5. **Closing Scene: ""Looking Forward""** - - Location: A horizon view with the sun setting. - - Action: The protagonist stands at the edge, looking out into the distance, symbolizing hope for the future. - - Visuals: Fade out with a soft glow, leaving the audience with a sense of optimism. - -### Collaborations: -- **Video Producer:** Work closely to secure locations, manage the shooting schedule, and coordinate logistics for the crew and equipment. -- **Editor:** Collaborate on pacing and transitions to ensure the visual narrative aligns with the emotional beats of the song. Focus on color grading to enhance the mood. - -### Promotion Strategy: -- **Teasers:** Release short clips of key scenes on social media leading up to the premiere. -- **Behind-the-Scenes Content:** Share the making-of process to engage the audience and build anticipation. -- **Release Event:** Host a virtual or live event for the premiere of the music video, inviting fans and influencers to join. - -By combining compelling visuals with the song's powerful message, we aim to create a music video that resonates with viewers and inspires them on their own journeys.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Editor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Music Video Production and Editing Plan - -To create an engaging music video that effectively showcases the music track produced by Swarms Corp, we'll follow a structured approach that encompasses pre-production, production, post-production, and distribution. - ---- - -### Pre-Production - -1. **Concept Development**: - - Collaborate with the artist to establish the song's theme, mood, and narrative. - - Develop a storyboard that outlines key visuals, shot types, and transitions that align with the song's lyrics and energy. - -2. **Location Scouting**: - - Identify and secure visually striking locations that reflect the song's vibe. Options may include urban landscapes, natural settings, or stylized studio environments. - -3. **Casting**: - - Select performers, dancers, or actors who can authentically convey the emotions and energy of the song. Ensure they align with the overall aesthetic. - -4. **Shooting Schedule**: - - Create a detailed shooting schedule that optimizes time and resources, allowing for flexibility in capturing various scenes and performances. - ---- - -### Production - -1. **Filming**: - - Capture a variety of shot types (wide, medium, close-up) to maintain visual interest. - - Focus on dynamic performance shots of the artist, interspersed with narrative-driven scenes that illustrate the song's story. - -2. **B-Roll Footage**: - - Film additional clips that can enhance the storytelling, including scenic shots, candid audience reactions, and behind-the-scenes moments. - ---- - -### Post-Production - -1. **Editing**: - - Sync the video footage meticulously with the music track to ensure perfect timing. - - Use strategic cuts to highlight key moments in the song, such as instrumental breaks or emotional peaks. - - Incorporate transitions (e.g., fades, wipes, or dissolves) that match the song's tempo and mood, enhancing the flow of the video. - -2. **Color Grading**: - - Perform color correction to maintain visual consistency across all shots. - - Apply color grading to evoke specific emotions that align with the song’s theme, whether it’s vibrant and energetic or moody and introspective. - -3. **Visual Effects**: - - Integrate subtle visual effects that enhance the video without overwhelming the performance. Consider light flares or animated graphics that complement the visuals. - -4. **Final Touches**: - - Add titles, credits, and branding elements in a way that feels organic to the video. - - Balance the audio levels to ensure the music is clear and prominent, while also incorporating any necessary sound effects. - ---- - -### Distribution and Promotion - -1. **Launch Strategy**: - - Select optimal platforms for the video release, such as YouTube, Instagram, TikTok, and music streaming services. - - Create teaser clips and promotional materials leading up to the launch to build anticipation. - -2. **Engagement**: - - Encourage viewers to share the video and utilize relevant hashtags to increase visibility. - - Explore collaborations with influencers, music bloggers, and social media personalities to expand reach. - -3. **Performance Monitoring**: - - Utilize analytics tools to track viewer engagement, retention rates, and demographic insights. - - Use this data to inform future promotional strategies and adapt content based on audience preferences. - ---- - -By adhering to this comprehensive plan, the final music video will be visually captivating and effectively convey the essence of the track produced by Swarms Corp, ultimately resonating with a wide audience.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Producer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Music Video Production Plan for Swarms Corp - -**1. Pre-Production Phase** - -- **Budgeting**: - - **Total Budget**: $20,000 - - Equipment Rental: $5,000 - - Crew Salaries: $8,000 - - Location Fees: $2,000 - - Post-Production: $3,000 - - Marketing: $2,000 - - Allocate an additional 10-15% for unexpected expenses. - -- **Concept Development**: - - Collaborate with the artist and creative team to finalize the concept/theme of the video. - - Create a detailed storyboard to visualize scenes and shots. - -- **Location Scouting**: - - Identify potential filming locations that align with the concept. - - Secure locations and obtain necessary permits for shooting. - -- **Casting**: - - Determine if additional actors or extras are needed. - - Schedule auditions and finalize the cast. - -**2. Production Phase** - -- **Scheduling**: - - Create a detailed shooting schedule that outlines dates, times, and locations for each scene. - - Confirm availability of cast and crew. - -- **Equipment Rental**: - - Rent necessary filming equipment, including cameras, lighting, and sound gear. - -- **Production Team**: - - Hire key crew members: director, cinematographer, production assistants, and other essential roles. - -- **Filming**: - - Oversee the filming process to ensure the creative vision is executed effectively. - - Manage the production team and address any on-set challenges. - -**3. Post-Production Phase** - -- **Editing**: - - Collaborate with an editor to compile footage, add visual effects, and finalize the music video. - -- **Sound Design**: - - Ensure the music track is properly synced and mixed with the video. - -- **Feedback and Revisions**: - - Conduct initial screenings for feedback and make necessary adjustments. - -**4. Promotion and Distribution** - -- **Marketing Strategy**: - - Develop a comprehensive marketing plan that includes social media campaigns, press releases, and partnerships with influencers. - - Create teaser content and behind-the-scenes footage to build anticipation. - -- **Release Schedule**: - - Plan the release date for both the music track and video, considering optimal timing for audience engagement. - -- **Distribution**: - - Upload the music video to platforms like YouTube and Vimeo. - - Ensure the music track is available on streaming services (Spotify, Apple Music, etc.). - -**5. Evaluation** - -- **Performance Metrics**: - - Analyze view counts, engagement rates, and audience feedback post-release. - -- **Post-Mortem Review**: - - Conduct a review meeting with the team to discuss successes and areas for improvement for future projects. - -### Next Steps - -1. **Kick-off Meeting**: Schedule a meeting with the artist and production team to align on the vision and next steps. -2. **Finalize Budget**: Confirm the budget and begin securing locations and crew immediately. -3. **Timeline**: Establish a timeline for each phase of production to ensure timely completion. - -### Example Timeline - -- **Week 1-2**: Budgeting, scheduling, casting, and location scouting. -- **Week 3**: Finalize production team and shot list/storyboard. -- **Week 4**: Shoot the music video. -- **Week 5-6**: Post-production (editing, revisions). -- **Week 7**: Marketing rollout and distribution. - -By following this structured plan, we can ensure the successful production and promotion of the music track and video, reaching a wide audience effectively.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Marketer Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Marketing Strategy for Music Video Promotion - -**Objective**: To increase views, engagement, and overall reach of the new music video across various platforms. - ---- - -#### 1. **Pre-Launch Phase** - -**A. Teaser Campaign** -- **Social Media Teasers**: Share short clips (10-15 seconds) from the music video on platforms like Instagram, TikTok, and Twitter. Use countdowns to build anticipation. -- **Behind-the-Scenes Content**: Post behind-the-scenes photos and videos during the production phase on Instagram Stories and TikTok to create excitement. - -**B. Influencer Partnerships** -- Collaborate with music influencers and content creators who resonate with your target audience. Have them share teasers or their reactions to the music video. - -**C. Email Marketing** -- Send out an email blast to your subscriber list announcing the upcoming release. Include a countdown and exclusive behind-the-scenes content. - ---- - -#### 2. **Launch Phase** - -**A. Premiere Event** -- **Live Premiere on YouTube**: Host a live premiere of the music video on YouTube. Engage with viewers in real-time through the chat feature. -- **Watch Party**: Organize a virtual watch party on platforms like Facebook Live or Instagram Live, where the artist interacts with fans during the premiere. - -**B. Social Media Blitz** -- **Hashtag Campaign**: Create a unique hashtag for the music video and encourage fans to use it when sharing their thoughts and reactions. -- **Engagement Posts**: Post engaging content such as polls, quizzes, and questions related to the music video on Instagram Stories and Twitter. - -**C. Paid Advertising** -- Run targeted ads on Facebook, Instagram, and YouTube to reach specific demographics. Use eye-catching visuals from the music video to attract attention. - ---- - -#### 3. **Post-Launch Phase** - -**A. User-Generated Content** -- Encourage fans to create their own content using the music video (dance challenges, cover versions, etc.) and share it using the campaign hashtag. -- Feature the best user-generated content on your official channels to foster community engagement. - -**B. Content Series** -- Create a series of follow-up content pieces, such as lyric breakdowns, Q&A sessions with the artist, and fan reaction videos to keep the momentum going. - -**C. Collaborations and Remixes** -- Collaborate with other artists or producers to create remixes of the track, which can be shared on various platforms, expanding reach to different audiences. - ---- - -#### 4. **Cross-Promotion** - -**A. Streaming Platforms** -- Ensure the music track is available on all major streaming platforms (Spotify, Apple Music, etc.) and promote these links on social media. -- Create playlist placements by reaching out to curators and asking them to include the track in relevant playlists. - -**B. Blogs and Music Websites** -- Reach out to music blogs and websites for features, interviews, and reviews. This can help tap into their audience base. - -**C. Radio and Podcasts** -- Pitch the music track to local radio stations and relevant podcasts for airplay and interviews with the artist. - ---- - -#### 5. **Analytics and Feedback** - -**A. Monitor Performance** -- Use analytics tools to track views, engagement rates, and audience demographics across all platforms. -- Adjust strategies based on what content performs best. - -**B. Gather Feedback** -- Encourage fans to provide feedback through surveys or comments to understand their preferences for future releases. - ---- - -### Conclusion - -By implementing this comprehensive marketing strategy, the music video will not only reach a wider audience but also engage fans effectively, fostering a loyal community around the artist and their music.",2024-09-03T20:52:09.206949 -32f791d5-98fb-4eb7-9ebe-98bd5c1549b8,Music Video Distributor Agent,"Produce a music track and a music video, then promote and distribute them to reach a wide audience.","### Music Video Distribution Plan - -To successfully promote and distribute the music track and video, follow this comprehensive plan: - -#### 1. **Music Video Upload** - - **YouTube**: - - Create an eye-catching thumbnail and optimize the title, description, and tags for SEO. - - Consider launching the video with a YouTube Premiere for real-time audience engagement. - - **Vimeo**: - - Upload for a more polished presentation and access to a different viewer demographic. - -#### 2. **Music Track Distribution** - - **Digital Distribution**: - - Utilize platforms like DistroKid, TuneCore, or CD Baby to distribute the track to major streaming services (Spotify, Apple Music, Amazon Music, Tidal). - - **SoundCloud**: - - Share the track for engagement with indie music communities, providing a platform for feedback and interaction. - -#### 3. **Social Media Promotion** - - **Instagram**: - - Post snippets, behind-the-scenes clips, and countdowns to the release date. Use Stories and Reels for higher engagement. - - **TikTok**: - - Create a challenge related to the music track to stimulate user-generated content and increase visibility. - - **Facebook**: - - Share teasers and updates in relevant groups, fostering a community around the music. - -#### 4. **Influencer Collaboration** - - **Engagement**: - - Identify and reach out to music bloggers and influencers in your genre. Offer exclusive previews or interviews to create buzz. - - **Cross-Promotion**: - - Collaborate with TikTok or Instagram influencers for promotion through their channels. - -#### 5. **Email Marketing** - - **Newsletter**: - - Build an email list and announce the release with a newsletter that includes links to the video and streaming platforms. - -#### 6. **Press Release Distribution** - - **Write and Distribute**: - - Craft a compelling press release highlighting unique aspects of the music video and track. Share it with music news sites and local media outlets. - -#### 7. **Playlist and Radio Promotion** - - **Submit to Playlists**: - - Target Spotify playlists that focus on emerging artists and genres fitting your music. - - **Radio Outreach**: - - Contact local and online radio stations to feature the track, increasing exposure. - -#### 8. **Live Performances and Events** - - **Live Engagement**: - - Organize live performances or virtual concerts on platforms like Instagram Live, Facebook Live, or YouTube Live to promote the release directly. - -#### 9. **Advertising Strategy** - - **Social Media Ads**: - - Run targeted ads on social media platforms, using engaging snippets from the music video to attract attention. - -#### 10. **Audience Engagement and Feedback** - - **Interaction**: - - Actively engage with your audience through comments and messages. Encourage sharing of the music video and track. - - **Monitor Performance**: - - Track the success of your distribution efforts and be ready to adjust strategies based on audience response. - -By implementing this distribution plan, you can maximize the reach and impact of your music track and video, drawing a diverse audience and generating lasting engagement.",2024-09-03T20:52:09.206949 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:59:39.698916_run_id_57c6b27ebb814dd8a2b4dcb88ba3cb94 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:59:39.698916_run_id_57c6b27ebb814dd8a2b4dcb88ba3cb94 2.csv deleted file mode 100644 index d9b8496a5..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:59:39.698916_run_id_57c6b27ebb814dd8a2b4dcb88ba3cb94 2.csv +++ /dev/null @@ -1,440 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -ef0b7f7f-dbc5-4642-a003-2abba69229be,TelegramQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the Telegram link using the `qrcode` library in Python, you can follow the code provided below. This code is efficient and easy to understand. Before running the code, ensure that you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Here is the Python code to create a QR code for the specified Telegram link: - -```python -import qrcode - -# Define the Telegram link -telegram_link = ""https://t.me/+Sm4J-sSkw8c0ODA5"" - -# Create a QR code object -qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in the QR code - border=4, # Thickness of the border (minimum is 4) -) - -# Add the Telegram link to the QR code -qr.add_data(telegram_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""telegram_qr_code.png"") - -print(""QR code generated and saved as 'telegram_qr_code.png'"") -``` - -### Explanation of the Code: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The Telegram link is defined as a string. -3. **Create QR Code Object**: A `QRCode` object is created with specific parameters: - - `version`: Controls the size of the QR code. - - `error_correction`: Determines the error correction level (L, M, Q, H). - - `box_size`: Size of each box in the QR code. - - `border`: Thickness of the border around the QR code. -4. **Add Data**: The Telegram link is added to the QR code. -5. **Make Image**: An image of the QR code is created with specified fill and background colors. -6. **Save the Image**: The generated QR code image is saved as ""telegram_qr_code.png"". -7. **Print Confirmation**: A message is printed to confirm that the QR code has been generated and saved. - -### Validation: -To validate the code, you can run it in your Python environment. After executing, check the directory where you ran the script for the file named `telegram_qr_code.png`. You can scan this QR code using a QR code scanner or a smartphone camera to ensure it correctly links to the specified Telegram URL.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,DiscordQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the Discord link using the `qrcode` library in Python, you can follow the steps below. The code will create a QR code image that can be saved to your local file system. - -First, make sure to install the `qrcode` library if you haven't already. You can do this using pip: - -```bash -pip install qrcode[pil] -``` - -Here’s the Python code to generate the QR code for the specified Discord link: - -```python -import qrcode - -# Specify the Discord link -discord_link = ""https://discord.gg/F8sSH4Gh"" - -# Create a QR Code instance -qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in the QR code grid - border=4, # Thickness of the border (minimum is 4) -) - -# Add the Discord link to the QR code -qr.add_data(discord_link) -qr.make(fit=True) # Fit the QR code to the given data - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""discord_qr_code.png"") - -print(""QR Code generated and saved as 'discord_qr_code.png'."") -``` - -### Explanation of the Code: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Set the Link**: The Discord link is specified. -3. **Create QR Code Instance**: A `QRCode` object is created with parameters defining its size, error correction level, box size, and border thickness. -4. **Add Data**: The specified link is added to the QR code. -5. **Generate Image**: An image of the QR code is created. -6. **Save the Image**: The generated QR code is saved as a PNG file. - -### Validating the Code: -After running the code, you will have a file named `discord_qr_code.png` in your working directory. You can scan this QR code using any QR code scanner (such as a smartphone camera or a QR code scanning app) to validate that it correctly redirects to the Discord link. - -Make sure to run the script in an environment where you can save files and access the generated image.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,LuMaQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the link `https://lu.ma/GPTuesdays?k=c` using the `qrcode` library in Python, you can follow the code snippet below. This code is efficient and easy to understand. - -First, ensure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python code to generate the QR code: - -```python -import qrcode - -# Define the link to be encoded in the QR code -link = ""https://lu.ma/GPTuesdays?k=c"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the link to the QR code -qr.add_data(link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""qr_code.png"") - -print(""QR code generated and saved as 'qr_code.png'."") -``` - -### Explanation: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The link you want to encode is stored in the variable `link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specific parameters for version, error correction, box size, and border. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image of the QR code is created. -6. **Save the Image**: The generated QR code image is saved as `qr_code.png`. - -### Validation: -After running the code, you can check the generated `qr_code.png` file by scanning it with a QR code reader to ensure it correctly links to `https://lu.ma/GPTuesdays?k=c`.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,TelegramQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the specified Telegram link using the `qrcode` library in Python, you can follow the code snippet below. This code will create a QR code image for the link and save it to a file. - -First, make sure you have the `qrcode` library installed. You can install it using pip if you haven't already: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python code to generate the QR code: - -```python -import qrcode - -# Define the Telegram link -telegram_link = ""https://t.me/+Sm4J-sSkw8c0ODA5"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the Telegram link to the QR code -qr.add_data(telegram_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""telegram_qr_code.png"") - -print(""QR code generated and saved as 'telegram_qr_code.png'."") -``` - -### Explanation of the Code: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The Telegram link is stored in a variable. -3. **Create QR Code Instance**: A `QRCode` object is created with specified parameters for size, error correction, box size, and border. -4. **Add Data**: The Telegram link is added to the QR code. -5. **Generate Image**: An image is created from the QR code instance. -6. **Save Image**: The generated QR code image is saved as a PNG file. - -### Validation: -After running the code, you should find a file named `telegram_qr_code.png` in your working directory. You can scan this QR code using a QR code scanner (like a smartphone camera) to verify that it correctly links to the specified Telegram URL.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,DiscordQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To create a QR code for the Discord link `https://discord.gg/F8sSH4Gh` using the `qrcode` library in Python, you can follow the code below. This code generates a QR code and saves it as an image file. - -Make sure you have the `qrcode` library installed. You can install it using pip if you haven't already: - -```bash -pip install qrcode[pil] -``` - -Here is the Python code to generate the QR code: - -```python -import qrcode - -# Specify the link -discord_link = ""https://discord.gg/F8sSH4Gh"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the link to the QR code -qr.add_data(discord_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""discord_qr_code.png"") - -print(""QR code generated and saved as 'discord_qr_code.png'"") -``` - -### Explanation of the Code -1. **Import the Library**: The `qrcode` library is imported. -2. **Specify the Link**: The Discord link is stored in the variable `discord_link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specified parameters such as version, error correction level, box size, and border size. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image is created from the QR code. -6. **Save the Image**: The generated QR code image is saved as `discord_qr_code.png`. -7. **Print Confirmation**: A message is printed to confirm that the QR code has been generated. - -### Validation -To validate the QR code, you can scan the generated `discord_qr_code.png` image using a QR code scanner on your mobile device to ensure it directs you to the correct Discord link. If the QR code works and takes you to the specified link, then the code is correct.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,LuMaQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the specified link using the `qrcode` library in Python, you can follow the code snippet below. This code will create a QR code for the link `https://lu.ma/GPTuesdays?k=c` and save it as an image file. - -First, ensure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python code to generate the QR code: - -```python -import qrcode - -# Define the link for which we want to create a QR code -link = ""https://lu.ma/GPTuesdays?k=c"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in the QR code grid - border=4, # Thickness of the border (minimum is 4) -) - -# Add the link to the QR code -qr.add_data(link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""qr_code.png"") - -print(""QR code generated and saved as 'qr_code.png'."") -``` - -### Explanation: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The link you want to encode is stored in the variable `link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specified parameters: - - `version`: Controls the size of the QR code (1 is a small size). - - `error_correction`: Determines how much of the QR code can be restored if damaged. - - `box_size`: Size of each box in the QR code grid. - - `border`: Thickness of the border around the QR code. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image is created from the QR code. -6. **Save the Image**: The generated QR code is saved as `qr_code.png`. - -### Validation: -After running the code, you can check the generated `qr_code.png` file by scanning it with a QR code reader to ensure it correctly links to `https://lu.ma/GPTuesdays?k=c`.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,TelegramQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the specified Telegram link using the `qrcode` library in Python, you can follow the code example below. This code will create a QR code image for the link ""https://t.me/+Sm4J-sSkw8c0ODA5"" and save it to a file. - -First, make sure you have the `qrcode` library installed. You can install it using pip if you haven't done so: - -```bash -pip install qrcode[pil] -``` - -Now, here's the Python code to generate the QR code: - -```python -import qrcode - -# Define the Telegram link -telegram_link = ""https://t.me/+Sm4J-sSkw8c0ODA5"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # Controls the size of the QR code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in pixels - border=4, # Border size in boxes -) - -# Add the Telegram link to the QR code -qr.add_data(telegram_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""telegram_qr_code.png"") - -print(""QR code generated and saved as 'telegram_qr_code.png'"") -``` - -### Explanation: -1. **Import the library**: We import the `qrcode` library. -2. **Define the link**: We set the Telegram link that we want to encode. -3. **Create a QR Code instance**: We create a `QRCode` object with specified parameters for size and error correction. -4. **Add data**: We add the Telegram link to the QR code. -5. **Generate the image**: We create an image from the QR code instance. -6. **Save the image**: We save the generated QR code image to a file named `telegram_qr_code.png`. - -### Validation: -To validate the correctness of the QR code: -1. Run the provided code in your Python environment. -2. Once the QR code image is generated, scan it using a smartphone QR code scanner or the Telegram app to ensure it correctly links to the specified Telegram channel. - -This approach is efficient and straightforward, making it easy to generate QR codes for various links.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,DiscordQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To create a QR code for the Discord link `https://discord.gg/F8sSH4Gh` using the `qrcode` library in Python, you can follow the code below. This code is efficient and straightforward, ensuring that anyone can understand how it works. - -First, make sure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Here's the Python code to generate the QR code: - -```python -import qrcode - -# Specify the Discord link -discord_link = ""https://discord.gg/F8sSH4Gh"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the Discord link to the QR code -qr.add_data(discord_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""discord_qr_code.png"") - -print(""QR code generated and saved as 'discord_qr_code.png'"") -``` - -### Explanation of the Code: -1. **Import the Library**: We start by importing the `qrcode` library. -2. **Specify the Link**: We define the Discord link we want to encode as a QR code. -3. **Create a QR Code Instance**: We create an instance of `QRCode`, where we can specify parameters such as version, error correction level, box size, and border size. -4. **Add Data**: We add the Discord link to our QR code instance. -5. **Generate the Image**: We create an image from the QR code instance. -6. **Save the Image**: Finally, we save the generated QR code as a PNG file. - -### Validation: -After running this code, you should see a file named `discord_qr_code.png` in your current working directory. You can scan this QR code with a smartphone camera or a QR code scanning app to verify that it correctly links to the specified Discord URL. - -Feel free to modify the parameters to adjust the size and appearance of the QR code as needed!",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,LuMaQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the link `https://lu.ma/GPTuesdays?k=c` using the `qrcode` library in Python, you can follow the code snippet below. This code is efficient and easy to understand. - -First, ensure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python code to create the QR code: - -```python -import qrcode - -# Define the link to be encoded -link = ""https://lu.ma/GPTuesdays?k=c"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the link to the QR code -qr.add_data(link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""qrcode_gptuesdays.png"") - -print(""QR code generated and saved as 'qrcode_gptuesdays.png'."") -``` - -### Explanation: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The link you want to encode is stored in the variable `link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specific parameters for size, error correction, box size, and border. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image of the QR code is created. -6. **Save the Image**: The generated QR code image is saved as a PNG file. - -### Validation: -After running the code, you should find a file named `qrcode_gptuesdays.png` in your working directory. You can scan this QR code using a QR code scanner (like a smartphone camera or a QR code scanning app) to verify that it correctly links to `https://lu.ma/GPTuesdays?k=c`.",2024-09-03T20:59:39.698916 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:59:39.698916_run_id_57c6b27ebb814dd8a2b4dcb88ba3cb94.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:59:39.698916_run_id_57c6b27ebb814dd8a2b4dcb88ba3cb94.csv deleted file mode 100644 index d9b8496a5..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T20:59:39.698916_run_id_57c6b27ebb814dd8a2b4dcb88ba3cb94.csv +++ /dev/null @@ -1,440 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -ef0b7f7f-dbc5-4642-a003-2abba69229be,TelegramQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the Telegram link using the `qrcode` library in Python, you can follow the code provided below. This code is efficient and easy to understand. Before running the code, ensure that you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Here is the Python code to create a QR code for the specified Telegram link: - -```python -import qrcode - -# Define the Telegram link -telegram_link = ""https://t.me/+Sm4J-sSkw8c0ODA5"" - -# Create a QR code object -qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in the QR code - border=4, # Thickness of the border (minimum is 4) -) - -# Add the Telegram link to the QR code -qr.add_data(telegram_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""telegram_qr_code.png"") - -print(""QR code generated and saved as 'telegram_qr_code.png'"") -``` - -### Explanation of the Code: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The Telegram link is defined as a string. -3. **Create QR Code Object**: A `QRCode` object is created with specific parameters: - - `version`: Controls the size of the QR code. - - `error_correction`: Determines the error correction level (L, M, Q, H). - - `box_size`: Size of each box in the QR code. - - `border`: Thickness of the border around the QR code. -4. **Add Data**: The Telegram link is added to the QR code. -5. **Make Image**: An image of the QR code is created with specified fill and background colors. -6. **Save the Image**: The generated QR code image is saved as ""telegram_qr_code.png"". -7. **Print Confirmation**: A message is printed to confirm that the QR code has been generated and saved. - -### Validation: -To validate the code, you can run it in your Python environment. After executing, check the directory where you ran the script for the file named `telegram_qr_code.png`. You can scan this QR code using a QR code scanner or a smartphone camera to ensure it correctly links to the specified Telegram URL.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,DiscordQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the Discord link using the `qrcode` library in Python, you can follow the steps below. The code will create a QR code image that can be saved to your local file system. - -First, make sure to install the `qrcode` library if you haven't already. You can do this using pip: - -```bash -pip install qrcode[pil] -``` - -Here’s the Python code to generate the QR code for the specified Discord link: - -```python -import qrcode - -# Specify the Discord link -discord_link = ""https://discord.gg/F8sSH4Gh"" - -# Create a QR Code instance -qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in the QR code grid - border=4, # Thickness of the border (minimum is 4) -) - -# Add the Discord link to the QR code -qr.add_data(discord_link) -qr.make(fit=True) # Fit the QR code to the given data - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""discord_qr_code.png"") - -print(""QR Code generated and saved as 'discord_qr_code.png'."") -``` - -### Explanation of the Code: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Set the Link**: The Discord link is specified. -3. **Create QR Code Instance**: A `QRCode` object is created with parameters defining its size, error correction level, box size, and border thickness. -4. **Add Data**: The specified link is added to the QR code. -5. **Generate Image**: An image of the QR code is created. -6. **Save the Image**: The generated QR code is saved as a PNG file. - -### Validating the Code: -After running the code, you will have a file named `discord_qr_code.png` in your working directory. You can scan this QR code using any QR code scanner (such as a smartphone camera or a QR code scanning app) to validate that it correctly redirects to the Discord link. - -Make sure to run the script in an environment where you can save files and access the generated image.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,LuMaQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the link `https://lu.ma/GPTuesdays?k=c` using the `qrcode` library in Python, you can follow the code snippet below. This code is efficient and easy to understand. - -First, ensure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python code to generate the QR code: - -```python -import qrcode - -# Define the link to be encoded in the QR code -link = ""https://lu.ma/GPTuesdays?k=c"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the link to the QR code -qr.add_data(link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""qr_code.png"") - -print(""QR code generated and saved as 'qr_code.png'."") -``` - -### Explanation: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The link you want to encode is stored in the variable `link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specific parameters for version, error correction, box size, and border. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image of the QR code is created. -6. **Save the Image**: The generated QR code image is saved as `qr_code.png`. - -### Validation: -After running the code, you can check the generated `qr_code.png` file by scanning it with a QR code reader to ensure it correctly links to `https://lu.ma/GPTuesdays?k=c`.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,TelegramQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the specified Telegram link using the `qrcode` library in Python, you can follow the code snippet below. This code will create a QR code image for the link and save it to a file. - -First, make sure you have the `qrcode` library installed. You can install it using pip if you haven't already: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python code to generate the QR code: - -```python -import qrcode - -# Define the Telegram link -telegram_link = ""https://t.me/+Sm4J-sSkw8c0ODA5"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the Telegram link to the QR code -qr.add_data(telegram_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""telegram_qr_code.png"") - -print(""QR code generated and saved as 'telegram_qr_code.png'."") -``` - -### Explanation of the Code: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The Telegram link is stored in a variable. -3. **Create QR Code Instance**: A `QRCode` object is created with specified parameters for size, error correction, box size, and border. -4. **Add Data**: The Telegram link is added to the QR code. -5. **Generate Image**: An image is created from the QR code instance. -6. **Save Image**: The generated QR code image is saved as a PNG file. - -### Validation: -After running the code, you should find a file named `telegram_qr_code.png` in your working directory. You can scan this QR code using a QR code scanner (like a smartphone camera) to verify that it correctly links to the specified Telegram URL.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,DiscordQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To create a QR code for the Discord link `https://discord.gg/F8sSH4Gh` using the `qrcode` library in Python, you can follow the code below. This code generates a QR code and saves it as an image file. - -Make sure you have the `qrcode` library installed. You can install it using pip if you haven't already: - -```bash -pip install qrcode[pil] -``` - -Here is the Python code to generate the QR code: - -```python -import qrcode - -# Specify the link -discord_link = ""https://discord.gg/F8sSH4Gh"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the link to the QR code -qr.add_data(discord_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""discord_qr_code.png"") - -print(""QR code generated and saved as 'discord_qr_code.png'"") -``` - -### Explanation of the Code -1. **Import the Library**: The `qrcode` library is imported. -2. **Specify the Link**: The Discord link is stored in the variable `discord_link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specified parameters such as version, error correction level, box size, and border size. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image is created from the QR code. -6. **Save the Image**: The generated QR code image is saved as `discord_qr_code.png`. -7. **Print Confirmation**: A message is printed to confirm that the QR code has been generated. - -### Validation -To validate the QR code, you can scan the generated `discord_qr_code.png` image using a QR code scanner on your mobile device to ensure it directs you to the correct Discord link. If the QR code works and takes you to the specified link, then the code is correct.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,LuMaQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the specified link using the `qrcode` library in Python, you can follow the code snippet below. This code will create a QR code for the link `https://lu.ma/GPTuesdays?k=c` and save it as an image file. - -First, ensure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python code to generate the QR code: - -```python -import qrcode - -# Define the link for which we want to create a QR code -link = ""https://lu.ma/GPTuesdays?k=c"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in the QR code grid - border=4, # Thickness of the border (minimum is 4) -) - -# Add the link to the QR code -qr.add_data(link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""qr_code.png"") - -print(""QR code generated and saved as 'qr_code.png'."") -``` - -### Explanation: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The link you want to encode is stored in the variable `link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specified parameters: - - `version`: Controls the size of the QR code (1 is a small size). - - `error_correction`: Determines how much of the QR code can be restored if damaged. - - `box_size`: Size of each box in the QR code grid. - - `border`: Thickness of the border around the QR code. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image is created from the QR code. -6. **Save the Image**: The generated QR code is saved as `qr_code.png`. - -### Validation: -After running the code, you can check the generated `qr_code.png` file by scanning it with a QR code reader to ensure it correctly links to `https://lu.ma/GPTuesdays?k=c`.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,TelegramQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the specified Telegram link using the `qrcode` library in Python, you can follow the code example below. This code will create a QR code image for the link ""https://t.me/+Sm4J-sSkw8c0ODA5"" and save it to a file. - -First, make sure you have the `qrcode` library installed. You can install it using pip if you haven't done so: - -```bash -pip install qrcode[pil] -``` - -Now, here's the Python code to generate the QR code: - -```python -import qrcode - -# Define the Telegram link -telegram_link = ""https://t.me/+Sm4J-sSkw8c0ODA5"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # Controls the size of the QR code - error_correction=qrcode.constants.ERROR_CORRECT_L, # Error correction level - box_size=10, # Size of each box in pixels - border=4, # Border size in boxes -) - -# Add the Telegram link to the QR code -qr.add_data(telegram_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""telegram_qr_code.png"") - -print(""QR code generated and saved as 'telegram_qr_code.png'"") -``` - -### Explanation: -1. **Import the library**: We import the `qrcode` library. -2. **Define the link**: We set the Telegram link that we want to encode. -3. **Create a QR Code instance**: We create a `QRCode` object with specified parameters for size and error correction. -4. **Add data**: We add the Telegram link to the QR code. -5. **Generate the image**: We create an image from the QR code instance. -6. **Save the image**: We save the generated QR code image to a file named `telegram_qr_code.png`. - -### Validation: -To validate the correctness of the QR code: -1. Run the provided code in your Python environment. -2. Once the QR code image is generated, scan it using a smartphone QR code scanner or the Telegram app to ensure it correctly links to the specified Telegram channel. - -This approach is efficient and straightforward, making it easy to generate QR codes for various links.",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,DiscordQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To create a QR code for the Discord link `https://discord.gg/F8sSH4Gh` using the `qrcode` library in Python, you can follow the code below. This code is efficient and straightforward, ensuring that anyone can understand how it works. - -First, make sure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Here's the Python code to generate the QR code: - -```python -import qrcode - -# Specify the Discord link -discord_link = ""https://discord.gg/F8sSH4Gh"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the Discord link to the QR code -qr.add_data(discord_link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""discord_qr_code.png"") - -print(""QR code generated and saved as 'discord_qr_code.png'"") -``` - -### Explanation of the Code: -1. **Import the Library**: We start by importing the `qrcode` library. -2. **Specify the Link**: We define the Discord link we want to encode as a QR code. -3. **Create a QR Code Instance**: We create an instance of `QRCode`, where we can specify parameters such as version, error correction level, box size, and border size. -4. **Add Data**: We add the Discord link to our QR code instance. -5. **Generate the Image**: We create an image from the QR code instance. -6. **Save the Image**: Finally, we save the generated QR code as a PNG file. - -### Validation: -After running this code, you should see a file named `discord_qr_code.png` in your current working directory. You can scan this QR code with a smartphone camera or a QR code scanning app to verify that it correctly links to the specified Discord URL. - -Feel free to modify the parameters to adjust the size and appearance of the QR code as needed!",2024-09-03T20:59:39.698916 -ef0b7f7f-dbc5-4642-a003-2abba69229be,LuMaQRCodeAgent,Generate Python code to create QR codes for the specified links.,"To generate a QR code for the link `https://lu.ma/GPTuesdays?k=c` using the `qrcode` library in Python, you can follow the code snippet below. This code is efficient and easy to understand. - -First, ensure you have the `qrcode` library installed. You can install it using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python code to create the QR code: - -```python -import qrcode - -# Define the link to be encoded -link = ""https://lu.ma/GPTuesdays?k=c"" - -# Create a QR code instance -qr = qrcode.QRCode( - version=1, # controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, # controls the error correction used for the QR Code - box_size=10, # controls how many pixels each “box” of the QR code is - border=4, # controls how many boxes thick the border should be -) - -# Add the link to the QR code -qr.add_data(link) -qr.make(fit=True) - -# Create an image from the QR Code instance -img = qr.make_image(fill_color=""black"", back_color=""white"") - -# Save the image to a file -img.save(""qrcode_gptuesdays.png"") - -print(""QR code generated and saved as 'qrcode_gptuesdays.png'."") -``` - -### Explanation: -1. **Import the Library**: The `qrcode` library is imported to handle QR code generation. -2. **Define the Link**: The link you want to encode is stored in the variable `link`. -3. **Create QR Code Instance**: A `QRCode` object is created with specific parameters for size, error correction, box size, and border. -4. **Add Data**: The link is added to the QR code. -5. **Generate Image**: An image of the QR code is created. -6. **Save the Image**: The generated QR code image is saved as a PNG file. - -### Validation: -After running the code, you should find a file named `qrcode_gptuesdays.png` in your working directory. You can scan this QR code using a QR code scanner (like a smartphone camera or a QR code scanning app) to verify that it correctly links to `https://lu.ma/GPTuesdays?k=c`.",2024-09-03T20:59:39.698916 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T21:01:55.769152_run_id_14dbe738b5d44f1dad7c1ccec7230eb6 2.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T21:01:55.769152_run_id_14dbe738b5d44f1dad7c1ccec7230eb6 2.csv deleted file mode 100644 index 85ae3a625..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T21:01:55.769152_run_id_14dbe738b5d44f1dad7c1ccec7230eb6 2.csv +++ /dev/null @@ -1,495 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -c8bc7072-a358-4541-8e0f-1998c46d20e5,TelegramQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a script that creates QR codes for each of these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script that generates QR codes for the Telegram link, a Discord link, and a Lu.ma event link: - -```python -import qrcode - -# Define the links -links = { - ""Telegram"": ""https://t.me/+Sm4J-sSkw8c0ODA5"", - ""Discord"": ""https://discord.gg/example"", # Replace with your actual Discord link - ""Lu.ma Event"": ""https://lu.ma/example-event"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, link in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the link to the QR code - qr.add_data(link) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img_filename = f""{name}_QR_Code.png"" - img.save(img_filename) - print(f""QR code for {name} saved as {img_filename}"") -``` - -### Instructions to Run the Script: -1. Copy the script into a Python file, for example, `generate_qr_codes.py`. -2. Replace the placeholder links for Discord and Lu.ma with your actual links. -3. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -### Output: -The script will generate three QR code images named `Telegram_QR_Code.png`, `Discord_QR_Code.png`, and `Lu.ma_Event_QR_Code.png` in the same directory where the script is located. - -### Testing the QR Codes: -To test the QR codes, you can use any QR code scanner app on your smartphone or a QR code scanning feature in your camera app. Scan each QR code to ensure they redirect you to the correct links.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,DiscordQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a complete Python script that creates QR codes for each of the specified links. - -First, ensure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script to generate QR codes for the specified links: - -```python -import qrcode - -# Define the links -links = { - ""Discord"": ""https://discord.gg/F8sSH4Gh"", - ""Telegram"": ""https://t.me/your_telegram_link"", # Replace with your actual Telegram link - ""Lu.ma Event"": ""https://lu.ma/your_event_link"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the URL to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QRCode.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions: -1. Replace the placeholders for the Telegram and Lu.ma event links with your actual links. -2. Run the script. It will generate three QR code images named `Discord_QRCode.png`, `Telegram_QRCode.png`, and `Lu.ma Event_QRCode.png` in the current directory. -3. Test the generated QR codes using a QR code scanner on your smartphone or any QR code reading application to ensure they link to the correct URLs. - -### Note: -Make sure to have the necessary permissions to share the links you are generating QR codes for, especially if they are private or sensitive.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,LuMaQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that demonstrates how to create QR codes for these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python script to generate the QR codes: - -```python -import qrcode - -# Links for the QR codes -links = { - ""Lu.ma Event"": ""https://lu.ma/GPTuesdays?k=c"", - ""Telegram"": ""https://t.me/YourTelegramChannel"", # Replace with your actual Telegram link - ""Discord"": ""https://discord.gg/YourDiscordInvite"", # Replace with your actual Discord invite link -} - -# Create a QR code for each link -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add data to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img_filename = f""{name.replace(' ', '_')}_QRCode.png"" - img.save(img_filename) - print(f""QR Code for {name} saved as {img_filename}"") - -print(""All QR codes generated successfully."") -``` - -### Explanation: -1. **Import the Library**: The script starts by importing the `qrcode` library. -2. **Define Links**: A dictionary called `links` is created to store the names and URLs for the QR codes. -3. **Generate QR Codes**: - - For each link in the dictionary, a new QR code instance is created. - - The URL is added to the QR code. - - An image is created from the QR code. - - The image is saved with a filename based on the name of the link. -4. **Output**: The script prints a message for each QR code generated. - -### Usage: -- Replace the placeholders for Telegram and Discord with your actual links. -- Run the script in your Python environment, and it will generate and save the QR codes as PNG images. - -### Confirmation: -After running the script, you can scan the generated QR codes using a QR code scanner (like a smartphone camera) to confirm that they direct you to the correct URLs.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,TelegramQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To create QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that generates QR codes for each of these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script that generates QR codes for the Telegram link, a Discord link, and a Lu.ma event link: - -```python -import qrcode - -# Define the links -links = { - ""Telegram"": ""https://t.me/+Sm4J-sSkw8c0ODA5"", - ""Discord"": ""https://discord.gg/example"", # Replace with your actual Discord link - ""Lu.ma"": ""https://lu.ma/example-event"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for platform, link in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the link to the QR code - qr.add_data(link) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img_filename = f""{platform}_QR_Code.png"" - img.save(img_filename) - print(f""QR code for {platform} saved as {img_filename}"") -``` - -### Explanation: -1. **Import the Library**: The script starts by importing the `qrcode` library. -2. **Define Links**: A dictionary is created to hold the links for Telegram, Discord, and Lu.ma. -3. **Generate QR Codes**: A loop iterates over each link, creating a QR code for each one: - - A `QRCode` object is created with specified parameters (version, error correction, box size, and border). - - The link is added to the QR code. - - An image is generated from the QR code. - - The image is saved as a PNG file with a filename based on the platform. -4. **Output**: The script prints a confirmation message for each QR code saved. - -### Testing: -After running the script, you should see three PNG files created in your working directory. You can scan these QR codes using a QR code scanner on your smartphone to confirm that they link to the correct URLs. Make sure to replace the placeholder Discord and Lu.ma links with actual URLs before running the script.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,DiscordQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To create QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that generates QR codes for each of these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script to generate the QR codes: - -```python -import qrcode - -# Define the links -links = { - ""Discord"": ""https://discord.gg/F8sSH4Gh"", - ""Telegram"": ""https://t.me/your_telegram_link"", # Replace with your actual Telegram link - ""Lu.ma Event"": ""https://lu.ma/your_event_link"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, link in links.items(): - # Create a QR code - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - qr.add_data(link) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QRCode.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions to Run the Script: -1. Replace the placeholder links for Telegram and Lu.ma with your actual links. -2. Save the script to a file, for example, `generate_qr_codes.py`. -3. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -### Output: -After running the script, you will have three PNG files in the same directory: -- `Discord_QRCode.png` -- `Telegram_QRCode.png` -- `Lu.ma Event_QRCode.png` - -You can scan these QR codes using a QR code scanner or a smartphone camera to verify that they link to the correct URLs.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,LuMaQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links using Python, you can use the `qrcode` library. Below is a script that creates QR codes for a Lu.ma event link, a Telegram link, and a Discord link. Make sure you have the `qrcode` and `Pillow` libraries installed in your Python environment. You can install them using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Here's the Python script: - -```python -import qrcode - -def create_qr_code(url, filename): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image to a file - img.save(filename) - -# URLs for the QR codes -lu_ma_event_url = ""https://lu.ma/GPTuesdays?k=c"" -telegram_url = ""https://t.me/YourTelegramChannel"" # Replace with your actual Telegram link -discord_url = ""https://discord.gg/YourDiscordInvite"" # Replace with your actual Discord link - -# Create QR codes -create_qr_code(lu_ma_event_url, ""lu_ma_event_qr.png"") -create_qr_code(telegram_url, ""telegram_qr.png"") -create_qr_code(discord_url, ""discord_qr.png"") - -print(""QR codes generated successfully!"") -``` - -### Explanation: -1. **Function Definition**: The `create_qr_code` function generates a QR code for a given URL and saves it to a specified filename. -2. **QRCode Instance**: The QR code is configured with certain parameters such as version, error correction level, box size, and border size. -3. **Data Addition**: The URL is added to the QR code. -4. **Image Creation**: An image of the QR code is created, with specified fill and background colors. -5. **Saving the Image**: The generated QR code image is saved to a file. -6. **URLs**: Replace the placeholders for the Telegram and Discord links with the actual links you want to generate QR codes for. -7. **Execution**: The script calls the function for each URL and generates the corresponding QR codes. - -### Testing the QR Codes: -After running the script, you can test the generated QR codes by scanning them with a smartphone QR code scanner or camera app to ensure they lead to the intended URLs.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,TelegramQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that creates QR codes for each of the specified links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python script that generates QR codes for the Telegram link, Discord link, and a Lu.ma event link: - -```python -import qrcode - -# Define the links -links = { - ""Telegram"": ""https://t.me/+Sm4J-sSkw8c0ODA5"", - ""Discord"": ""https://discord.gg/example"", # Replace with your actual Discord link - ""Lu.ma Event"": ""https://lu.ma/example-event"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the URL to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QRCode.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions to Run the Script: -1. Copy the script into a Python file, for example, `generate_qr_codes.py`. -2. Replace the placeholder Discord and Lu.ma event links with your actual links. -3. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -### Output: -The script will generate three QR code images named `Telegram_QRCode.png`, `Discord_QRCode.png`, and `Lu.ma Event_QRCode.png` in the same directory where the script is located. - -### Testing the QR Codes: -To test the functionality of the generated QR codes: -1. Use a QR code scanner app on your smartphone or a QR code scanning feature in your camera app. -2. Scan each QR code to ensure it directs you to the correct link. - -This script should work seamlessly to generate the QR codes for the specified links.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,DiscordQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To create QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that generates QR codes for each of the specified links. Make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip if you haven't already: - -```bash -pip install qrcode[pil] -``` - -Here’s the Python script: - -```python -import qrcode - -# Define the links -links = { - ""Discord"": ""https://discord.gg/F8sSH4Gh"", - ""Telegram"": ""https://t.me/your_telegram_link"", # Replace with your actual Telegram link - ""Lu.ma"": ""https://lu.ma/your_event_link"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes for each link -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the URL to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QR_Code.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions: -1. Replace the placeholder links for Telegram and Lu.ma with your actual links. -2. Run the script. It will generate three QR code images named `Discord_QR_Code.png`, `Telegram_QR_Code.png`, and `Lu.ma_QR_Code.png` in the same directory where the script is executed. -3. Test the generated QR codes using a QR code scanner or your smartphone camera to ensure they link to the correct URLs. - -### Note: -Make sure to have the necessary permissions and rights to share the links you are generating QR codes for.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,LuMaQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","Here’s a Python script that generates QR codes for the specified links: Telegram, Discord, and the Lu.ma event. We will use the `qrcode` library to create the QR codes. Make sure you have the `qrcode` library installed. If you haven't installed it yet, you can do so using pip: - -```bash -pip install qrcode[pil] -``` - -Here's the script: - -```python -import qrcode - -# Define the links for Telegram, Discord, and Lu.ma event -links = { - ""Telegram"": ""https://t.me/your_telegram_channel"", # Replace with your actual Telegram link - ""Discord"": ""https://discord.gg/your_discord_invite"", # Replace with your actual Discord link - ""Lu.ma Event"": ""https://lu.ma/GPTuesdays?k=c"" -} - -# Function to generate QR code -def generate_qr_code(link, filename): - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - qr.add_data(link) - qr.make(fit=True) - - img = qr.make_image(fill_color=""black"", back_color=""white"") - img.save(filename) - -# Generate QR codes for each link -for name, link in links.items(): - filename = f""{name.replace(' ', '_')}_QR.png"" - generate_qr_code(link, filename) - print(f""QR code for {name} saved as {filename}."") -``` - -### Explanation -- We defined a dictionary `links` containing the links for Telegram, Discord, and the Lu.ma event. You need to replace the Telegram and Discord links with your actual links. -- The `generate_qr_code` function creates the QR code for a given link and saves it as an image file. -- We loop through each link in the dictionary, generate the QR code, and save it with a filename based on the link name. - -### Running the Script -1. Save the script to a `.py` file, for example, `generate_qr_codes.py`. -2. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -After running the script, you should find three PNG files in the same directory as your script, each containing the QR code for the specified links. You can scan these QR codes using a QR code scanner or a smartphone camera to test their functionality.",2024-09-03T21:01:55.769152 diff --git a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T21:01:55.769152_run_id_14dbe738b5d44f1dad7c1ccec7230eb6.csv b/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T21:01:55.769152_run_id_14dbe738b5d44f1dad7c1ccec7230eb6.csv deleted file mode 100644 index 85ae3a625..000000000 --- a/examples/workshops/sep_3_workshop_gpttuesday/spreadsheet_swarm_2024-09-03T21:01:55.769152_run_id_14dbe738b5d44f1dad7c1ccec7230eb6.csv +++ /dev/null @@ -1,495 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -c8bc7072-a358-4541-8e0f-1998c46d20e5,TelegramQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a script that creates QR codes for each of these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script that generates QR codes for the Telegram link, a Discord link, and a Lu.ma event link: - -```python -import qrcode - -# Define the links -links = { - ""Telegram"": ""https://t.me/+Sm4J-sSkw8c0ODA5"", - ""Discord"": ""https://discord.gg/example"", # Replace with your actual Discord link - ""Lu.ma Event"": ""https://lu.ma/example-event"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, link in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the link to the QR code - qr.add_data(link) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img_filename = f""{name}_QR_Code.png"" - img.save(img_filename) - print(f""QR code for {name} saved as {img_filename}"") -``` - -### Instructions to Run the Script: -1. Copy the script into a Python file, for example, `generate_qr_codes.py`. -2. Replace the placeholder links for Discord and Lu.ma with your actual links. -3. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -### Output: -The script will generate three QR code images named `Telegram_QR_Code.png`, `Discord_QR_Code.png`, and `Lu.ma_Event_QR_Code.png` in the same directory where the script is located. - -### Testing the QR Codes: -To test the QR codes, you can use any QR code scanner app on your smartphone or a QR code scanning feature in your camera app. Scan each QR code to ensure they redirect you to the correct links.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,DiscordQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a complete Python script that creates QR codes for each of the specified links. - -First, ensure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script to generate QR codes for the specified links: - -```python -import qrcode - -# Define the links -links = { - ""Discord"": ""https://discord.gg/F8sSH4Gh"", - ""Telegram"": ""https://t.me/your_telegram_link"", # Replace with your actual Telegram link - ""Lu.ma Event"": ""https://lu.ma/your_event_link"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the URL to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QRCode.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions: -1. Replace the placeholders for the Telegram and Lu.ma event links with your actual links. -2. Run the script. It will generate three QR code images named `Discord_QRCode.png`, `Telegram_QRCode.png`, and `Lu.ma Event_QRCode.png` in the current directory. -3. Test the generated QR codes using a QR code scanner on your smartphone or any QR code reading application to ensure they link to the correct URLs. - -### Note: -Make sure to have the necessary permissions to share the links you are generating QR codes for, especially if they are private or sensitive.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,LuMaQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that demonstrates how to create QR codes for these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python script to generate the QR codes: - -```python -import qrcode - -# Links for the QR codes -links = { - ""Lu.ma Event"": ""https://lu.ma/GPTuesdays?k=c"", - ""Telegram"": ""https://t.me/YourTelegramChannel"", # Replace with your actual Telegram link - ""Discord"": ""https://discord.gg/YourDiscordInvite"", # Replace with your actual Discord invite link -} - -# Create a QR code for each link -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, # Controls the size of the QR Code - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add data to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img_filename = f""{name.replace(' ', '_')}_QRCode.png"" - img.save(img_filename) - print(f""QR Code for {name} saved as {img_filename}"") - -print(""All QR codes generated successfully."") -``` - -### Explanation: -1. **Import the Library**: The script starts by importing the `qrcode` library. -2. **Define Links**: A dictionary called `links` is created to store the names and URLs for the QR codes. -3. **Generate QR Codes**: - - For each link in the dictionary, a new QR code instance is created. - - The URL is added to the QR code. - - An image is created from the QR code. - - The image is saved with a filename based on the name of the link. -4. **Output**: The script prints a message for each QR code generated. - -### Usage: -- Replace the placeholders for Telegram and Discord with your actual links. -- Run the script in your Python environment, and it will generate and save the QR codes as PNG images. - -### Confirmation: -After running the script, you can scan the generated QR codes using a QR code scanner (like a smartphone camera) to confirm that they direct you to the correct URLs.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,TelegramQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To create QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that generates QR codes for each of these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script that generates QR codes for the Telegram link, a Discord link, and a Lu.ma event link: - -```python -import qrcode - -# Define the links -links = { - ""Telegram"": ""https://t.me/+Sm4J-sSkw8c0ODA5"", - ""Discord"": ""https://discord.gg/example"", # Replace with your actual Discord link - ""Lu.ma"": ""https://lu.ma/example-event"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for platform, link in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the link to the QR code - qr.add_data(link) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img_filename = f""{platform}_QR_Code.png"" - img.save(img_filename) - print(f""QR code for {platform} saved as {img_filename}"") -``` - -### Explanation: -1. **Import the Library**: The script starts by importing the `qrcode` library. -2. **Define Links**: A dictionary is created to hold the links for Telegram, Discord, and Lu.ma. -3. **Generate QR Codes**: A loop iterates over each link, creating a QR code for each one: - - A `QRCode` object is created with specified parameters (version, error correction, box size, and border). - - The link is added to the QR code. - - An image is generated from the QR code. - - The image is saved as a PNG file with a filename based on the platform. -4. **Output**: The script prints a confirmation message for each QR code saved. - -### Testing: -After running the script, you should see three PNG files created in your working directory. You can scan these QR codes using a QR code scanner on your smartphone to confirm that they link to the correct URLs. Make sure to replace the placeholder Discord and Lu.ma links with actual URLs before running the script.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,DiscordQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To create QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that generates QR codes for each of these links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here’s the Python script to generate the QR codes: - -```python -import qrcode - -# Define the links -links = { - ""Discord"": ""https://discord.gg/F8sSH4Gh"", - ""Telegram"": ""https://t.me/your_telegram_link"", # Replace with your actual Telegram link - ""Lu.ma Event"": ""https://lu.ma/your_event_link"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, link in links.items(): - # Create a QR code - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - qr.add_data(link) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QRCode.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions to Run the Script: -1. Replace the placeholder links for Telegram and Lu.ma with your actual links. -2. Save the script to a file, for example, `generate_qr_codes.py`. -3. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -### Output: -After running the script, you will have three PNG files in the same directory: -- `Discord_QRCode.png` -- `Telegram_QRCode.png` -- `Lu.ma Event_QRCode.png` - -You can scan these QR codes using a QR code scanner or a smartphone camera to verify that they link to the correct URLs.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,LuMaQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links using Python, you can use the `qrcode` library. Below is a script that creates QR codes for a Lu.ma event link, a Telegram link, and a Discord link. Make sure you have the `qrcode` and `Pillow` libraries installed in your Python environment. You can install them using pip if you haven't done so already: - -```bash -pip install qrcode[pil] -``` - -Here's the Python script: - -```python -import qrcode - -def create_qr_code(url, filename): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image to a file - img.save(filename) - -# URLs for the QR codes -lu_ma_event_url = ""https://lu.ma/GPTuesdays?k=c"" -telegram_url = ""https://t.me/YourTelegramChannel"" # Replace with your actual Telegram link -discord_url = ""https://discord.gg/YourDiscordInvite"" # Replace with your actual Discord link - -# Create QR codes -create_qr_code(lu_ma_event_url, ""lu_ma_event_qr.png"") -create_qr_code(telegram_url, ""telegram_qr.png"") -create_qr_code(discord_url, ""discord_qr.png"") - -print(""QR codes generated successfully!"") -``` - -### Explanation: -1. **Function Definition**: The `create_qr_code` function generates a QR code for a given URL and saves it to a specified filename. -2. **QRCode Instance**: The QR code is configured with certain parameters such as version, error correction level, box size, and border size. -3. **Data Addition**: The URL is added to the QR code. -4. **Image Creation**: An image of the QR code is created, with specified fill and background colors. -5. **Saving the Image**: The generated QR code image is saved to a file. -6. **URLs**: Replace the placeholders for the Telegram and Discord links with the actual links you want to generate QR codes for. -7. **Execution**: The script calls the function for each URL and generates the corresponding QR codes. - -### Testing the QR Codes: -After running the script, you can test the generated QR codes by scanning them with a smartphone QR code scanner or camera app to ensure they lead to the intended URLs.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,TelegramQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To generate QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that creates QR codes for each of the specified links. - -First, make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip: - -```bash -pip install qrcode[pil] -``` - -Now, here is the Python script that generates QR codes for the Telegram link, Discord link, and a Lu.ma event link: - -```python -import qrcode - -# Define the links -links = { - ""Telegram"": ""https://t.me/+Sm4J-sSkw8c0ODA5"", - ""Discord"": ""https://discord.gg/example"", # Replace with your actual Discord link - ""Lu.ma Event"": ""https://lu.ma/example-event"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the URL to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QRCode.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions to Run the Script: -1. Copy the script into a Python file, for example, `generate_qr_codes.py`. -2. Replace the placeholder Discord and Lu.ma event links with your actual links. -3. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -### Output: -The script will generate three QR code images named `Telegram_QRCode.png`, `Discord_QRCode.png`, and `Lu.ma Event_QRCode.png` in the same directory where the script is located. - -### Testing the QR Codes: -To test the functionality of the generated QR codes: -1. Use a QR code scanner app on your smartphone or a QR code scanning feature in your camera app. -2. Scan each QR code to ensure it directs you to the correct link. - -This script should work seamlessly to generate the QR codes for the specified links.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,DiscordQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","To create QR codes for the specified links (Telegram, Discord, and a Lu.ma event), you can use the `qrcode` library in Python. Below is a Python script that generates QR codes for each of the specified links. Make sure you have the `qrcode` and `Pillow` libraries installed. You can install them using pip if you haven't already: - -```bash -pip install qrcode[pil] -``` - -Here’s the Python script: - -```python -import qrcode - -# Define the links -links = { - ""Discord"": ""https://discord.gg/F8sSH4Gh"", - ""Telegram"": ""https://t.me/your_telegram_link"", # Replace with your actual Telegram link - ""Lu.ma"": ""https://lu.ma/your_event_link"" # Replace with your actual Lu.ma event link -} - -# Generate QR codes for each link -for name, url in links.items(): - # Create a QR code instance - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - - # Add the URL to the QR code - qr.add_data(url) - qr.make(fit=True) - - # Create an image from the QR Code instance - img = qr.make_image(fill_color=""black"", back_color=""white"") - - # Save the image - img.save(f""{name}_QR_Code.png"") - -print(""QR codes generated successfully!"") -``` - -### Instructions: -1. Replace the placeholder links for Telegram and Lu.ma with your actual links. -2. Run the script. It will generate three QR code images named `Discord_QR_Code.png`, `Telegram_QR_Code.png`, and `Lu.ma_QR_Code.png` in the same directory where the script is executed. -3. Test the generated QR codes using a QR code scanner or your smartphone camera to ensure they link to the correct URLs. - -### Note: -Make sure to have the necessary permissions and rights to share the links you are generating QR codes for.",2024-09-03T21:01:55.769152 -c8bc7072-a358-4541-8e0f-1998c46d20e5,LuMaQRCodeAgent,"Generate Python scripts to create QR codes for the specified links: Telegram, Discord, and a Lu.ma event.","Here’s a Python script that generates QR codes for the specified links: Telegram, Discord, and the Lu.ma event. We will use the `qrcode` library to create the QR codes. Make sure you have the `qrcode` library installed. If you haven't installed it yet, you can do so using pip: - -```bash -pip install qrcode[pil] -``` - -Here's the script: - -```python -import qrcode - -# Define the links for Telegram, Discord, and Lu.ma event -links = { - ""Telegram"": ""https://t.me/your_telegram_channel"", # Replace with your actual Telegram link - ""Discord"": ""https://discord.gg/your_discord_invite"", # Replace with your actual Discord link - ""Lu.ma Event"": ""https://lu.ma/GPTuesdays?k=c"" -} - -# Function to generate QR code -def generate_qr_code(link, filename): - qr = qrcode.QRCode( - version=1, - error_correction=qrcode.constants.ERROR_CORRECT_L, - box_size=10, - border=4, - ) - qr.add_data(link) - qr.make(fit=True) - - img = qr.make_image(fill_color=""black"", back_color=""white"") - img.save(filename) - -# Generate QR codes for each link -for name, link in links.items(): - filename = f""{name.replace(' ', '_')}_QR.png"" - generate_qr_code(link, filename) - print(f""QR code for {name} saved as {filename}."") -``` - -### Explanation -- We defined a dictionary `links` containing the links for Telegram, Discord, and the Lu.ma event. You need to replace the Telegram and Discord links with your actual links. -- The `generate_qr_code` function creates the QR code for a given link and saves it as an image file. -- We loop through each link in the dictionary, generate the QR code, and save it with a filename based on the link name. - -### Running the Script -1. Save the script to a `.py` file, for example, `generate_qr_codes.py`. -2. Run the script using Python: - -```bash -python generate_qr_codes.py -``` - -After running the script, you should find three PNG files in the same directory as your script, each containing the QR code for the specified links. You can scan these QR codes using a QR code scanner or a smartphone camera to test their functionality.",2024-09-03T21:01:55.769152 diff --git a/examples/workshops/spreadsheet_workspace/Spreedsheet-Swarm-Nvidia-10K-Analysis-Swarm/Nvidia-10K-Analysis-Swarm/spreedsheet-swarm-spreadsheet_swarm_run_2024-08-31T16:21:33.996160_metadata.json b/examples/workshops/spreadsheet_workspace/Spreedsheet-Swarm-Nvidia-10K-Analysis-Swarm/Nvidia-10K-Analysis-Swarm/spreedsheet-swarm-spreadsheet_swarm_run_2024-08-31T16:21:33.996160_metadata.json deleted file mode 100644 index 23e9a3d59..000000000 --- a/examples/workshops/spreadsheet_workspace/Spreedsheet-Swarm-Nvidia-10K-Analysis-Swarm/Nvidia-10K-Analysis-Swarm/spreedsheet-swarm-spreadsheet_swarm_run_2024-08-31T16:21:33.996160_metadata.json +++ /dev/null @@ -1,62 +0,0 @@ -{ - "run_id": "spreadsheet_swarm_run_2024-08-31T16:21:33.996160", - "name": "Nvidia-10K-Analysis-Swarm", - "description": "A swarm that analyzes Nvidia's 10-K report to provide executive-level financial insights and strategic recommendations.", - "agents": [ - "PDF-Parsing-Agent", - "Financial-Analysis-Agent", - "Risk-Assessment-Agent", - "Market-Trends-Agent", - "Strategic-Recommendations-Agent", - "Revenue-Maximization-Agent", - "Expenses-Minimization-Agent" - ], - "start_time": "2024-08-31T16:21:33.996160", - "end_time": "2024-08-31T16:21:33.996160", - "tasks_completed": 7, - "outputs": [ - { - "agent_name": "PDF-Parsing-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis:\n\n### Financial Statements\n\n#### Results of Operations\n**Condensed Consolidated Statements of Income (as a percentage of revenue)**\n\n| Item | Three Months Ended | Six Months Ended |\n|-------------------------------|---------------------|-------------------|\n| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 |\n| Revenue | 100.0% | 100.0% | 100.0% | 100.0% |\n| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% |\n| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% |\n| Operating Expenses | | | | |\n| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% |\n| - Sales, General and Admin. | 2.8% | 4.7% | 2.9% | 6.1% |\n| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% |\n| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% |\n| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% |\n| Income Tax Expense | 8.7% | 5.9% | 8.9% | 4.6% |\n| Net Income | 55.2% | 45.7% | 56.1% | 39.8% |\n\n#### Revenue by Reportable Segments\n**(in millions)**\n\n| Segment | Three Months Ended | Change % | Six Months Ended | Change % |\n|-----------------------------|---------------------|----------|-------------------|----------|\n| | Jul 28, 2024 | | Jul 28, 2024 | |\n| Compute & Networking | $26,446 | 154% | $49,121 | 231% |\n| Graphics | $3,594 | 16% | $6,963 | 19% |\n| **Total** | **$30,040** | 122% | **$56,084** | 171% |\n\n#### Operating Income by Reportable Segments\n**(in millions)**\n\n| Segment | Three Months Ended | Change % | Six Months Ended | Change % |\n|-----------------------------|---------------------|----------|-------------------|----------|\n| | Jul 28, 2024 | | Jul 28, 2024 | |\n| Compute & Networking | $18,848 | 180% | $35,896 | 304% |\n| Graphics | $1,369 | 13% | $2,609 | 16% |\n| All Other | $(1,575) | 38% | $(2,954) | 34% |\n| **Total** | **$18,642** | 174% | **$35,551** | 298% |\n\n### Risk Factors\n\n1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory.\n \n2. **Demand Estimation Risks**: Inaccurate estimates of customer demand could lead to significant mismatches between supply and demand, impacting revenue and financial results.\n\n3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results.\n\n4. **Geopolitical Risks**: Tensions involving key markets, such as Taiwan and China, could disrupt supply chains and impact revenue.\n\n5. **Market Competition**: The competitive landscape is rapidly evolving, and failure to keep pace with technological advancements could harm market position.\n\n6. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could adversely affect financial performance.\n\n### Market Analysis\n\n- **Growth in AI and Data Center Demand**: Nvidia has seen substantial growth in revenue from its Data Center segment, driven by demand for AI solutions and accelerated computing.\n \n- **Geographic Revenue Distribution**: Revenue from international markets accounted for 57% of total revenue in the second quarter of fiscal year 2025, indicating a strong global presence.\n\n- **Investment in R&D**: Increased spending on research and development reflects Nvidia's commitment to innovation and maintaining its competitive edge in the technology sector.\n\nThis structured format provides a clear overview of Nvidia's financial performance, associated risks, and market dynamics, facilitating further analysis and decision-making.", - "timestamp": "2024-08-31T16:21:33.996160" - }, - { - "agent_name": "Financial-Analysis-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "### Financial Analysis of Nvidia's 10-K Report\n\n#### Overview\nNvidia has demonstrated significant growth in revenue and profitability, driven primarily by its Compute & Networking and Graphics segments. The company has capitalized on the increasing demand for AI and accelerated computing solutions, resulting in substantial year-over-year growth.\n\n#### Key Financial Metrics\n\n1. **Revenue Growth**\n - **Total Revenue**: For the second quarter of fiscal year 2025, Nvidia reported revenue of $30.04 billion, a 122% increase from $13.51 billion in the same quarter of the previous year. For the first half of fiscal year 2025, revenue reached $56.08 billion, up 171% from $20.70 billion.\n - **Segment Performance**:\n - **Compute & Networking**: Revenue surged by 154% year-over-year to $26.45 billion in Q2 FY2025, and 231% to $49.12 billion in the first half.\n - **Graphics**: Revenue increased by 16% in Q2 FY2025 and 19% in the first half, indicating steady demand for gaming and professional visualization products.\n\n2. **Profitability**\n - **Gross Profit Margin**: The gross margin improved significantly to 75.1% in Q2 FY2025 from 70.1% in Q2 FY2024, and to 76.6% from 68.2% for the first half of the fiscal year. This improvement is attributed to higher revenue from Data Center growth.\n - **Operating Income**: Operating income for Q2 FY2025 was $18.64 billion, a 174% increase from $6.80 billion in Q2 FY2024. The operating margin also improved to 62% from 50.3% year-over-year.\n - **Net Income**: Net income for Q2 FY2025 was 55.2% of revenue, up from 45.7% in Q2 FY2024, reflecting strong operational efficiency.\n\n3. **Liquidity**\n - **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, up from $7.28 billion at the beginning of the fiscal year.\n - **Marketable Securities**: The company held $26.24 billion in marketable securities, indicating a strong liquidity position with a total of $34.80 billion in cash, cash equivalents, and marketable securities.\n - **Operating Cash Flow**: Nvidia generated $29.83 billion in net cash from operating activities in the first half of FY2025, a significant increase from $9.26 billion in the same period last year.\n\n4. **Solvency**\n - **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt due. The company has a manageable debt maturity profile, with $2.25 billion due in one to five years and $3.50 billion due in over ten years.\n - **Interest Coverage Ratio**: The interest income of $444 million in Q2 FY2025 compared to interest expense of $61 million indicates a strong interest coverage ratio, suggesting that Nvidia can comfortably meet its interest obligations.\n\n#### Financial Ratios\n- **Gross Margin**: 75.1% (Q2 FY2025)\n- **Operating Margin**: 62% (Q2 FY2025)\n- **Net Profit Margin**: 55.2% (Q2 FY2025)\n- **Current Ratio**: Not explicitly provided, but strong liquidity suggests a favorable position.\n- **Debt to Equity Ratio**: Not explicitly provided, but manageable debt levels indicate a conservative approach to leverage.\n\n#### Trends and Insights\n- **Strong Demand for AI Solutions**: The significant growth in the Compute & Networking segment, particularly in AI-related products, highlights Nvidia's strategic positioning in a rapidly growing market.\n- **Investment in R&D**: Nvidia's R&D expenses increased significantly, reflecting its commitment to innovation and maintaining a competitive edge in technology.\n- **Shareholder Returns**: Nvidia has been active in returning capital to shareholders through dividends and share repurchases, indicating confidence in its cash flow generation and future growth prospects.\n\n#### Conclusion\nNvidia's financial performance in the latest quarter reflects robust growth across its business segments, particularly in AI and accelerated computing. The company's strong liquidity position, improving profitability margins, and effective management of debt provide a solid foundation for future growth. The ongoing investment in R&D and strategic initiatives in AI further position Nvidia as a leader in the technology sector.", - "timestamp": "2024-08-31T16:21:33.996160" - }, - { - "agent_name": "Risk-Assessment-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "### Executive Summary of Risk Factors for Nvidia\n\nNvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a summary of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies.\n\n#### 1. **Market Risks**\n - **Demand Fluctuations**: Nvidia's revenue is heavily dependent on the demand for its products, particularly in the gaming and data center markets. The company has experienced volatility in demand due to changing consumer preferences, economic conditions, and the emergence of new technologies.\n - **Impact**: A significant mismatch between supply and demand could lead to excess inventory or shortages, affecting revenue and profitability.\n - **Mitigation**: Nvidia is increasing its supply chain flexibility and entering long-term supply agreements to better align production with demand forecasts.\n\n - **Concentration of Revenue**: A substantial portion of Nvidia's revenue comes from a limited number of customers and partners.\n - **Impact**: Losing a major customer or a significant reduction in their purchases could adversely affect Nvidia's financial results.\n - **Mitigation**: Diversifying the customer base and expanding into new markets can help reduce reliance on a few key customers.\n\n#### 2. **Operational Risks**\n - **Supply Chain Disruptions**: Nvidia relies on third-party manufacturers for its products, which exposes it to risks related to supply chain disruptions, including geopolitical tensions and natural disasters.\n - **Impact**: Disruptions could lead to delays in product availability and increased costs.\n - **Mitigation**: Nvidia is working to diversify its supplier base and increase inventory levels to buffer against potential disruptions.\n\n - **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product updates and transitions.\n - **Impact**: Poor execution during product transitions could lead to reduced demand for existing products and increased costs.\n - **Mitigation**: Nvidia is investing in research and development to ensure smooth transitions and maintain product competitiveness.\n\n#### 3. **Regulatory Risks**\n - **Compliance with Laws and Regulations**: Nvidia operates in a complex regulatory environment, facing scrutiny related to data privacy, export controls, and competition laws.\n - **Impact**: Non-compliance could result in fines, sanctions, and reputational damage.\n - **Mitigation**: Nvidia has established compliance programs and regularly reviews its practices to adhere to applicable laws and regulations.\n\n - **Export Controls and Trade Restrictions**: Increasing geopolitical tensions, particularly involving China, have led to stricter export controls on semiconductor technologies.\n - **Impact**: These restrictions could limit Nvidia's ability to sell products in key markets, impacting revenue.\n - **Mitigation**: Nvidia is actively engaging with regulators and adapting its business strategies to comply with changing regulations.\n\n#### 4. **Competitive Risks**\n - **Intense Competition**: The semiconductor industry is highly competitive, with numerous players vying for market share.\n - **Impact**: Increased competition could lead to price wars, reduced margins, and loss of market share.\n - **Mitigation**: Nvidia focuses on innovation and maintaining a strong brand presence to differentiate its products from competitors.\n\n - **Technological Advancements by Competitors**: Rapid advancements in technology by competitors could render Nvidia's products less desirable.\n - **Impact**: Failure to keep pace with technological advancements could lead to decreased sales and market relevance.\n - **Mitigation**: Continuous investment in R&D and strategic partnerships can help Nvidia stay at the forefront of technological innovation.\n\n### Conclusion\nNvidia's growth and market leadership are accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic planning, diversification, and compliance efforts, Nvidia can better position itself to navigate the challenges ahead and sustain its competitive advantage in the rapidly evolving technology landscape.", - "timestamp": "2024-08-31T16:21:33.996160" - }, - { - "agent_name": "Market-Trends-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "### Market Analysis of Nvidia's 10-K Report\n\n#### Overview\nNvidia has demonstrated significant growth in its financial performance, particularly in the Compute & Networking segment, which has seen a staggering increase in revenue driven by demand for AI and accelerated computing solutions. The company's strategic focus on generative AI and partnerships with major electronics manufacturers in Taiwan for autonomous factory development positions it well in the rapidly evolving semiconductor landscape.\n\n#### Key Opportunities\n1. **Generative AI and Data Center Growth**: Nvidia's introduction of generative AI models and the Hopper GPU architecture has led to a 166% year-on-year growth in GPU computing revenue. This trend is expected to continue as demand for AI applications, particularly in data centers, rises.\n\n2. **Automotive Sector Expansion**: The automotive revenue has shown a robust increase of 37% year-on-year, indicating a growing market for AI-driven automotive solutions. Winning the Autonomous Grand Challenge at the Computer Vision and Pattern Recognition conference further solidifies Nvidia's position in this sector.\n\n3. **Strategic Partnerships**: Collaborations with Taiwanese electronics manufacturers to create autonomous factories using Nvidia's technologies (Metropolis, Omniverse, and Isaac AI) present significant growth opportunities in industrial automation.\n\n4. **International Market Penetration**: With 57% of revenue coming from international markets, Nvidia has the opportunity to expand its global footprint, particularly in regions with increasing demand for AI and computing solutions.\n\n5. **High Gross Margins**: Nvidia's gross margin has improved to 75.1%, providing the company with a strong financial foundation to invest in R&D and new product development.\n\n#### Key Threats\n1. **Supply Chain Challenges**: Long manufacturing lead times and reliance on third-party manufacturers pose risks to Nvidia's ability to meet customer demand. Any disruptions in the supply chain could lead to inventory shortages or excess, impacting revenue.\n\n2. **Geopolitical Risks**: Tensions between the U.S. and China, particularly regarding export controls on semiconductors, could limit Nvidia's ability to operate in key markets. The recent U.S. export restrictions on high-performance GPUs to China could significantly impact revenue from that region.\n\n3. **Competitive Landscape**: The semiconductor industry is highly competitive, with numerous players vying for market share in AI and data center solutions. Nvidia must continuously innovate to maintain its leadership position against competitors who may offer similar or superior technologies.\n\n4. **Regulatory Challenges**: Increasing scrutiny from regulators regarding AI technologies and potential restrictions on the use of Nvidia's products could hinder growth. Compliance with evolving regulations may also increase operational costs.\n\n5. **Market Volatility**: The semiconductor market is subject to fluctuations based on economic conditions, technological advancements, and changes in consumer demand. Nvidia's reliance on a few key customers for a significant portion of its revenue increases its vulnerability to market shifts.\n\n#### Strategic Insights\n- **Investment in R&D**: To capitalize on the growing demand for AI and data center solutions, Nvidia should continue to invest heavily in research and development. This will enable the company to innovate and stay ahead of competitors.\n\n- **Diversification of Supply Chain**: Nvidia should consider diversifying its supply chain to mitigate risks associated with reliance on specific manufacturers or regions. Establishing relationships with multiple suppliers can help ensure a more resilient supply chain.\n\n- **Geopolitical Strategy**: Nvidia must develop a robust strategy to navigate geopolitical tensions, particularly with China. This may involve exploring alternative markets or adjusting product offerings to comply with regulatory requirements.\n\n- **Focus on Partnerships**: Strengthening partnerships with key players in various sectors (automotive, industrial, etc.) can enhance Nvidia's market position and open new revenue streams.\n\n- **Monitoring Regulatory Changes**: Staying ahead of regulatory changes and engaging with policymakers can help Nvidia adapt its business practices and mitigate potential risks associated with compliance.\n\n### Conclusion\nNvidia is well-positioned to leverage its strengths in AI and accelerated computing to drive future growth. However, it must remain vigilant against external threats, particularly in supply chain management and geopolitical risks. By focusing on innovation, diversification, and strategic partnerships, Nvidia can continue to thrive in the competitive semiconductor landscape.", - "timestamp": "2024-08-31T16:21:33.996160" - }, - { - "agent_name": "Strategic-Recommendations-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Based on the analysis of Nvidia's recent 10-K report, several key insights emerge regarding the company's financial performance, market trends, and associated risks. Below is a synthesis of these insights followed by actionable strategic recommendations for Nvidia's leadership team.\n\n### Financial Performance Insights\n\n1. **Revenue Growth**: Nvidia reported a significant increase in revenue, with a 122% year-over-year growth in the second quarter of fiscal year 2025, driven primarily by the Compute & Networking segment, which saw a 154% increase. This growth is largely attributed to the demand for AI solutions and data center computing.\n\n2. **Gross Profit and Margin**: The gross margin improved to 75.1% in Q2 FY2025, up from 70.1% in the same quarter the previous year, indicating effective cost management and strong pricing power in the market.\n\n3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently alongside revenue growth.\n\n4. **Cash Flow and Liquidity**: Nvidia has a robust liquidity position with $34.8 billion in cash, cash equivalents, and marketable securities, providing a strong buffer for future investments and operational needs.\n\n5. **R&D Investment**: The company has increased its R&D expenses significantly, indicating a commitment to innovation and product development, which is crucial in the fast-evolving tech landscape.\n\n### Market Trends\n\n1. **Generative AI and Autonomous Technologies**: Nvidia is well-positioned in the generative AI space, with new models and microservices being introduced. The company is also gaining traction in the automotive sector, particularly with autonomous vehicle technologies.\n\n2. **Geographic Revenue Concentration**: A significant portion of Nvidia's revenue (57% in Q2 FY2025) comes from international markets, highlighting the importance of global operations and potential exposure to geopolitical risks.\n\n3. **Competitive Landscape**: The semiconductor industry is highly competitive, with rapid technological advancements. Nvidia's leadership in AI and GPU technology is critical, but it must continuously innovate to maintain its competitive edge.\n\n### Risks\n\n1. **Supply Chain Vulnerabilities**: Nvidia faces risks related to long manufacturing lead times and potential mismatches between supply and demand, particularly in the semiconductor industry.\n\n2. **Regulatory and Geopolitical Risks**: Increasing scrutiny from regulators, especially concerning AI technologies and export controls, poses a risk to Nvidia's operations and market access, particularly in China.\n\n3. **Customer Concentration**: A significant portion of revenue comes from a limited number of customers, which could pose risks if any of these customers reduce their orders or switch to competitors.\n\n### Strategic Recommendations\n\n1. **Diversify Supply Chain**: To mitigate supply chain risks, Nvidia should consider diversifying its supplier base and investing in local manufacturing capabilities. This could help reduce lead times and improve responsiveness to market demand.\n\n2. **Enhance R&D Focus on AI and Autonomous Technologies**: Given the strong market demand for AI and autonomous solutions, Nvidia should continue to increase its R&D investments in these areas. Collaborations with academic institutions and tech startups could foster innovation and accelerate product development.\n\n3. **Expand Global Market Presence**: Nvidia should explore opportunities to expand its presence in emerging markets where demand for AI and computing technologies is growing. This could involve strategic partnerships or localized product offerings tailored to specific regional needs.\n\n4. **Strengthen Customer Relationships**: To reduce revenue concentration risks, Nvidia should focus on building deeper relationships with a broader range of customers. This could involve offering customized solutions and enhanced support services to foster loyalty and reduce dependency on a few large clients.\n\n5. **Proactive Regulatory Engagement**: Nvidia should engage proactively with regulators to shape policies that impact the AI and semiconductor industries. This could involve participating in industry coalitions or advocacy groups to ensure that Nvidia's interests are represented.\n\n6. **Monitor Geopolitical Developments**: Given the potential impact of geopolitical tensions on supply chains and market access, Nvidia should establish a dedicated team to monitor and respond to geopolitical risks. This could involve scenario planning and developing contingency strategies to address potential disruptions.\n\nBy implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities in the rapidly evolving technology landscape.", - "timestamp": "2024-08-31T16:21:33.996160" - }, - { - "agent_name": "Revenue-Maximization-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Based on the analysis of Nvidia's recent 10-K report, several innovative strategies and growth opportunities can be identified to maximize revenue and enhance profitability. Here are some key recommendations:\n\n### 1. **Expansion into New Markets**\n - **Generative AI and Microservices**: Nvidia has introduced generative AI models and NIM microservices for OpenUSD. Expanding these offerings into sectors such as healthcare, finance, and education could unlock new revenue streams. Targeting industries that are increasingly adopting AI solutions can lead to significant growth.\n - **Automotive Sector**: With automotive revenue showing a 37% year-on-year increase, Nvidia should continue to invest in partnerships with automotive manufacturers to enhance autonomous driving technologies. Expanding into electric vehicle (EV) markets and collaborating with EV manufacturers can further drive revenue.\n\n### 2. **Leveraging AI and Data Center Solutions**\n - **Data Center Growth**: The report indicates a 154% increase in Data Center revenue. Nvidia should focus on enhancing its data center offerings, particularly in AI and machine learning. Developing tailored solutions for specific industries (e.g., finance, healthcare) can attract enterprise customers.\n - **Subscription-Based Models**: Transitioning some of its software offerings to a subscription-based model can provide a steady revenue stream. This model can be particularly effective for AI tools and cloud services.\n\n### 3. **Enhancing Product Offerings**\n - **New GPU Architectures**: The introduction of new GPU architectures annually can keep Nvidia at the forefront of technology. Continued investment in R&D to improve performance and efficiency will attract both gaming and enterprise customers.\n - **Focus on Edge Computing**: As IoT devices proliferate, Nvidia can capitalize on the edge computing market by developing specialized GPUs for edge applications. This can open up new revenue opportunities in smart cities, industrial automation, and more.\n\n### 4. **Strategic Partnerships and Collaborations**\n - **Collaborate with Tech Giants**: Forming strategic partnerships with major tech companies can enhance Nvidia's market presence. Collaborations for joint AI research and development can lead to innovative solutions and shared revenue opportunities.\n - **Academic Partnerships**: Partnering with universities and research institutions can foster innovation and provide access to cutting-edge research, potentially leading to new product developments.\n\n### 5. **Geographic Expansion**\n - **Emerging Markets**: With 57% of revenue coming from international sales, Nvidia should focus on expanding its presence in emerging markets such as India, Southeast Asia, and Africa. Tailoring products to meet the specific needs of these markets can drive growth.\n - **Local Manufacturing**: Establishing local manufacturing facilities in key regions can reduce costs and improve supply chain efficiency, especially in response to geopolitical tensions affecting supply chains.\n\n### 6. **Sustainability Initiatives**\n - **Green Technology**: Investing in sustainable technologies and practices can enhance Nvidia's brand image and appeal to environmentally conscious consumers and businesses. This can include energy-efficient products and partnerships with companies focused on sustainability.\n\n### 7. **Customer-Centric Innovations**\n - **Enhanced Customer Support**: Providing exceptional customer service and support can lead to higher customer retention rates. Implementing AI-driven customer service solutions can improve efficiency and customer satisfaction.\n - **User-Friendly Software**: Simplifying the integration of Nvidia's hardware with software solutions can attract more developers and enterprises to its ecosystem.\n\n### 8. **Capitalizing on Stock Buybacks**\n - **Share Repurchase Programs**: Nvidia has a significant amount of cash available for share repurchases. Continuing this strategy can enhance shareholder value and signal confidence in the company's future growth prospects.\n\n### Conclusion\nBy focusing on these innovative strategies, Nvidia can leverage its strengths in AI and computing technology to explore new markets, enhance product offerings, and ultimately maximize revenue growth and profitability. The company's strong financial position and commitment to R&D will be crucial in executing these strategies effectively.", - "timestamp": "2024-08-31T16:21:33.996160" - }, - { - "agent_name": "Expenses-Minimization-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Based on the analysis of Nvidia's 10-K report, several areas can be identified for potential cost savings, operational efficiencies, and expense minimization to enhance profitability. Here are the key findings and recommendations:\n\n### 1. **Cost of Revenue Management**\n- **Current Situation**: The cost of revenue has decreased from 29.9% to 24.9% year-over-year, indicating improved efficiency in production and sales.\n- **Recommendation**: Continue to optimize supply chain management and negotiate better terms with suppliers to further reduce costs. Implementing just-in-time inventory practices could also minimize holding costs and reduce waste.\n\n### 2. **Research and Development (R&D) Expenses**\n- **Current Situation**: R&D expenses have increased significantly (51% year-over-year), driven by compensation and infrastructure investments.\n- **Recommendation**: While R&D is crucial for innovation, consider implementing a more rigorous project evaluation process to prioritize high-impact projects. This could involve setting clear milestones and performance metrics to ensure that resources are allocated efficiently. Additionally, exploring partnerships or collaborations for R&D could spread costs and risks.\n\n### 3. **Sales, General, and Administrative (SG&A) Expenses**\n- **Current Situation**: SG&A expenses have also increased (35% year-over-year), primarily due to compensation and benefits.\n- **Recommendation**: Evaluate the effectiveness of the current sales and marketing strategies. Streamlining operations, reducing overhead, and leveraging technology for automation in administrative tasks could lead to significant savings. Consider implementing performance-based compensation to align employee incentives with company performance.\n\n### 4. **Stock-Based Compensation**\n- **Current Situation**: The increase in stock-based compensation is contributing to higher operating expenses.\n- **Recommendation**: Review the stock-based compensation structure to ensure it aligns with long-term performance goals. Consider capping stock options or transitioning to performance-based equity awards that tie compensation to specific financial metrics.\n\n### 5. **Inventory Management**\n- **Current Situation**: Provisions for inventory and excess inventory purchase obligations have increased, impacting gross margins.\n- **Recommendation**: Implement advanced inventory management systems to better forecast demand and optimize stock levels. This could involve using AI and machine learning to predict trends and adjust inventory accordingly, reducing excess stock and associated costs.\n\n### 6. **Geographic Revenue Concentration**\n- **Current Situation**: A significant portion of revenue comes from a limited number of customers and geographic regions.\n- **Recommendation**: Diversify the customer base and explore new markets to reduce dependency on a few key customers. This could involve targeted marketing strategies and partnerships in emerging markets.\n\n### 7. **Tax Efficiency**\n- **Current Situation**: The effective tax rate has increased, impacting net income.\n- **Recommendation**: Engage in tax planning strategies to optimize the tax burden. This could involve utilizing available tax credits, deductions, and incentives, particularly in R&D and technology investments.\n\n### 8. **Debt Management**\n- **Current Situation**: Interest expense has decreased, indicating effective debt management.\n- **Recommendation**: Continue to monitor and manage debt levels to ensure that interest expenses remain low. Consider refinancing options if favorable rates are available.\n\n### 9. **Operational Efficiency through Technology**\n- **Current Situation**: The company is investing heavily in new technologies and infrastructure.\n- **Recommendation**: Ensure that investments in technology are aligned with operational efficiency goals. Implementing cloud-based solutions and automation can streamline operations and reduce costs in the long run.\n\n### Conclusion\nBy focusing on these areas, Nvidia can enhance its profitability through cost savings and operational efficiencies. Continuous monitoring and evaluation of these strategies will be essential to adapt to changing market conditions and maintain competitive advantage.", - "timestamp": "2024-08-31T16:21:33.996160" - } - ], - "number_of_agents": 7 -} \ No newline at end of file diff --git a/examples/workshops/spreadsheet_workspace/Spreedsheet-Swarm-Nvidia-10K-Analysis-Swarm/Nvidia-10K-Analysis-Swarm/spreedsheet-swarm-spreadsheet_swarm_run_2024-08-31T16:29:38.893132_metadata.json b/examples/workshops/spreadsheet_workspace/Spreedsheet-Swarm-Nvidia-10K-Analysis-Swarm/Nvidia-10K-Analysis-Swarm/spreedsheet-swarm-spreadsheet_swarm_run_2024-08-31T16:29:38.893132_metadata.json deleted file mode 100644 index 79e17ba1f..000000000 --- a/examples/workshops/spreadsheet_workspace/Spreedsheet-Swarm-Nvidia-10K-Analysis-Swarm/Nvidia-10K-Analysis-Swarm/spreedsheet-swarm-spreadsheet_swarm_run_2024-08-31T16:29:38.893132_metadata.json +++ /dev/null @@ -1,62 +0,0 @@ -{ - "run_id": "spreadsheet_swarm_run_2024-08-31T16:29:38.893132", - "name": "Nvidia-10K-Analysis-Swarm", - "description": "A swarm that analyzes Nvidia's 10-K report to provide executive-level financial insights and strategic recommendations.", - "agents": [ - "PDF-Parsing-Agent", - "Financial-Analysis-Agent", - "Risk-Assessment-Agent", - "Market-Trends-Agent", - "Strategic-Recommendations-Agent", - "Revenue-Maximization-Agent", - "Expenses-Minimization-Agent" - ], - "start_time": "2024-08-31T16:29:38.893132", - "end_time": "2024-08-31T16:29:38.893132", - "tasks_completed": 7, - "outputs": [ - { - "agent_name": "PDF-Parsing-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis:\n\n### Financial Statements\n\n#### Results of Operations\n**Condensed Consolidated Statements of Income (as a percentage of revenue)**\n\n| Item | Three Months Ended | Six Months Ended |\n|-------------------------------|---------------------|-------------------|\n| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 |\n| Revenue | 100.0% | 100.0% | 100.0% | 100.0% |\n| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% |\n| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% |\n| Operating Expenses | | | | |\n| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% |\n| - Sales, General and Admin | 2.8% | 4.7% | 2.9% | 6.1% |\n| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% |\n| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% |\n| Interest Income | 1.5% | 1.4% | 1.4% | 1.6% |\n| Interest Expense | (0.2%) | (0.5%) | (0.2%) | (0.6%) |\n| Other, Net | 0.6% | 0.4% | 0.5% | 0.2% |\n| Other Income (Expense), Net | 1.9% | 1.3% | 1.7% | 1.2% |\n| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% |\n| Income Tax Expense | 8.7% | 5.9% | 8.9% | 4.6% |\n| Net Income | 55.2% | 45.7% | 56.1% | 39.8% |\n\n#### Revenue by Reportable Segments\n**(in millions)**\n\n| Segment | Three Months Ended | Change % | Six Months Ended | Change % |\n|-----------------------------|---------------------|----------|-------------------|----------|\n| | Jul 28, 2024 | | Jul 28, 2024 | |\n| Compute & Networking | $26,446 | 154% | $49,121 | 231% |\n| Graphics | $3,594 | 16% | $6,963 | 19% |\n| **Total** | **$30,040** | 122% | **$56,084** | 171% |\n\n### Risk Factors\n\n1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory.\n \n2. **Customer Demand Estimation**: Inaccurate estimates of customer demand can lead to significant mismatches between supply and demand, impacting revenue and financial results.\n\n3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results.\n\n4. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could harm financial performance.\n\n5. **Geopolitical Risks**: Tensions, particularly involving Taiwan and China, could disrupt supply chains and impact revenue.\n\n6. **Technological Changes**: Rapid changes in technology and customer requirements could affect demand for products and services.\n\n### Market Analysis\n\n- **Generative AI Demand**: The introduction of generative AI models has driven increased demand for Data Center products, with revenue from GPU computing growing significantly year-on-year.\n \n- **Automotive Sector Growth**: Automotive revenue increased by 37% year-on-year, indicating strong growth in this segment.\n\n- **International Revenue**: Revenue from sales to customers outside the U.S. accounted for 57% of total revenue for the second quarter of fiscal year 2025, reflecting a strong international market presence.\n\n- **Investment in R&D**: Increased investment in research and development is expected to drive future growth, with a focus on next-generation products.\n\nThis structured format provides a clear overview of Nvidia's financial performance, risk factors, and market analysis, facilitating further analysis by other agents.", - "timestamp": "2024-08-31T16:29:38.893132" - }, - { - "agent_name": "Financial-Analysis-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "### Financial Analysis of Nvidia's 10-K Report\n\n#### Overview\nNvidia has demonstrated significant growth in revenue and profitability, driven primarily by its Compute & Networking segment, which has seen explosive demand due to advancements in AI and data center technologies. The company's financial health appears robust, with strong liquidity and manageable debt levels.\n\n#### Key Financial Metrics\n\n1. **Revenue Growth**\n - **Total Revenue**: For the second quarter of fiscal year 2025, Nvidia reported total revenue of $30.04 billion, a 122% increase from $13.51 billion in the same quarter of the previous year.\n - **Segment Performance**:\n - **Compute & Networking**: Revenue surged by 154% year-over-year to $26.45 billion.\n - **Graphics**: Revenue increased by 16% year-over-year to $3.59 billion.\n - **Year-to-Date Revenue**: For the first half of fiscal year 2025, total revenue reached $56.08 billion, up 171% from $20.70 billion in the prior year.\n\n2. **Profitability**\n - **Gross Profit Margin**: The gross profit margin improved significantly to 75.1% for the second quarter and 76.6% for the first half of fiscal year 2025, compared to 70.1% and 68.2% in the same periods of the previous year.\n - **Operating Income**: Operating income for the second quarter was $18.64 billion, a 174% increase from $6.80 billion year-over-year. The operating margin also improved to 62% from 50.3%.\n - **Net Income**: Net income for the second quarter was $16.56 billion, representing a net margin of 55.2%, up from 45.7% in the previous year.\n\n3. **Operating Expenses**\n - **Total Operating Expenses**: Operating expenses decreased as a percentage of revenue, with R&D expenses at 10.3% and SG&A at 2.8% for the second quarter, down from 15.1% and 4.7%, respectively, in the prior year.\n - **R&D Investment**: Despite the decrease in percentage terms, R&D expenses increased in absolute terms, reflecting Nvidia's commitment to innovation.\n\n4. **Liquidity**\n - **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, and $26.24 billion in marketable securities, totaling $34.80 billion in liquid assets.\n - **Operating Cash Flow**: Net cash provided by operating activities was $29.83 billion for the first half of fiscal year 2025, significantly up from $9.26 billion in the prior year.\n\n5. **Solvency**\n - **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt. The company has a manageable debt-to-equity ratio, indicating a strong solvency position.\n - **Interest Coverage**: The interest expense was minimal at $61 million for the second quarter, suggesting that Nvidia can comfortably cover its interest obligations.\n\n#### Financial Ratios\n- **Gross Margin**: 75.1% (Q2 FY2025) vs. 70.1% (Q2 FY2024)\n- **Operating Margin**: 62% (Q2 FY2025) vs. 50.3% (Q2 FY2024)\n- **Net Profit Margin**: 55.2% (Q2 FY2025) vs. 45.7% (Q2 FY2024)\n- **Current Ratio**: Not explicitly provided, but liquidity appears strong with significant cash reserves.\n- **Debt-to-Equity Ratio**: Not explicitly provided, but manageable given the low level of debt relative to equity.\n\n#### Trends and Insights\n- **Strong Demand for AI Solutions**: The growth in the Compute & Networking segment is largely attributed to the increasing demand for AI and data center solutions, particularly for Nvidia's GPU products.\n- **Investment in R&D**: Nvidia continues to invest heavily in R&D, which is crucial for maintaining its competitive edge in the rapidly evolving tech landscape.\n- **Shareholder Returns**: Nvidia has been active in returning capital to shareholders through dividends and share repurchases, indicating confidence in its cash flow generation.\n\n#### Conclusion\nNvidia's financial performance in the latest quarter reflects a strong growth trajectory, driven by robust demand for its products in AI and data centers. The company maintains a solid liquidity position and profitability metrics, positioning it well for future growth. Executive decision-making should focus on sustaining this momentum through continued investment in innovation and strategic capital allocation.", - "timestamp": "2024-08-31T16:29:38.893132" - }, - { - "agent_name": "Risk-Assessment-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "### Executive Summary of Nvidia's Risk Factors\n\nNvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a detailed analysis of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies.\n\n#### 1. **Market Risks**\n - **Demand Fluctuations**: Nvidia's revenue is highly dependent on the demand for its products, particularly in the gaming and data center markets. The emergence of new technologies, changes in consumer preferences, and economic conditions can lead to unpredictable demand.\n - **Supply Chain Disruptions**: Long manufacturing lead times and reliance on third-party suppliers can result in mismatches between supply and demand. This has historically led to both product shortages and excess inventory, adversely affecting financial results.\n\n **Mitigation Strategies**:\n - Nvidia is increasing its supply chain resilience by diversifying suppliers and entering long-term supply agreements.\n - The company is investing in demand forecasting technologies to better align production with market needs.\n\n#### 2. **Operational Risks**\n - **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product launches. Managing transitions between product architectures can be complex and may lead to inventory issues or reduced demand for older products.\n - **Quality Control Issues**: Increased product complexity raises the risk of quality control problems, which can lead to higher warranty costs and damage to brand reputation.\n\n **Mitigation Strategies**:\n - Nvidia is enhancing its product development processes and quality assurance protocols to minimize risks associated with new product launches.\n - The company is investing in R&D to ensure that new products meet market expectations and quality standards.\n\n#### 3. **Regulatory Risks**\n - **Compliance with Laws and Regulations**: Nvidia operates in a highly regulated environment, facing laws related to intellectual property, export controls, and data privacy. Non-compliance can result in significant fines and operational restrictions.\n - **Geopolitical Tensions**: Ongoing geopolitical issues, particularly involving China and Taiwan, pose risks to Nvidia's supply chain and market access. Export controls and sanctions can limit Nvidia's ability to sell products in certain regions.\n\n **Mitigation Strategies**:\n - Nvidia is actively monitoring regulatory changes and engaging with policymakers to advocate for favorable conditions.\n - The company is diversifying its market presence to reduce reliance on any single region.\n\n#### 4. **Competitive Risks**\n - **Intense Competition**: The semiconductor and AI markets are highly competitive, with numerous players vying for market share. Competitors may introduce superior products or lower prices, impacting Nvidia's market position.\n - **Innovation Pressure**: The need for continuous innovation to stay ahead of competitors can strain resources and lead to increased operational costs.\n\n **Mitigation Strategies**:\n - Nvidia is focusing on innovation through significant investments in R&D to maintain its technological edge.\n - The company is leveraging strategic partnerships and acquisitions to enhance its product offerings and market reach.\n\n### Conclusion\nNvidia's growth trajectory is promising, driven by its leadership in AI and GPU technologies. However, the company must navigate a complex landscape of risks that could impact its financial performance. By implementing robust mitigation strategies, Nvidia can enhance its resilience against these risks and continue to thrive in a competitive market. Continuous monitoring and adaptation to market conditions, regulatory changes, and technological advancements will be crucial for sustaining its success.", - "timestamp": "2024-08-31T16:29:38.893132" - }, - { - "agent_name": "Market-Trends-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "### Market Analysis of Nvidia's 10-K Report\n\n#### Overview\nNvidia has demonstrated significant growth in its financial performance, particularly in the Compute & Networking segment, which has seen a staggering 154% year-on-year increase in revenue. The company is capitalizing on the growing demand for generative AI and accelerated computing solutions, which are driving its strategic initiatives and product development.\n\n#### Key Opportunities\n1. **Generative AI and Accelerated Computing**: The introduction of generative AI models and NIM microservices for OpenUSD positions Nvidia at the forefront of AI technology. The demand for AI solutions is expected to grow, providing Nvidia with a substantial market opportunity.\n\n2. **Automotive Sector Growth**: The automotive revenue has shown a robust increase of 37% year-on-year, indicating a growing market for Nvidia's automotive solutions, particularly in autonomous driving technologies. Winning the Autonomous Grand Challenge further solidifies Nvidia's reputation in this sector.\n\n3. **Data Center Expansion**: The significant growth in data center revenue (154% year-on-year) highlights the increasing reliance on cloud computing and AI-driven applications. Nvidia's Hopper GPU architecture is well-positioned to meet this demand, especially for large language models and AI applications.\n\n4. **Strategic Partnerships**: Collaborations with major Taiwanese electronics manufacturers to create autonomous factories using Nvidia's technologies (Metropolis, Omniverse, and Isaac AI) can lead to increased adoption of Nvidia's platforms across various industries.\n\n5. **Geographic Revenue Diversification**: With 57% of revenue coming from international markets, Nvidia can leverage its global presence to tap into emerging markets and diversify its revenue streams.\n\n#### Key Threats\n1. **Supply Chain Challenges**: Long manufacturing lead times and reliance on third-party manufacturers pose risks to Nvidia's ability to meet customer demand. Any disruptions in the supply chain could lead to inventory shortages or excess, impacting financial performance.\n\n2. **Geopolitical Tensions**: The ongoing geopolitical tensions, particularly involving Taiwan and China, could disrupt Nvidia's supply chain and market access. Export controls and trade restrictions may limit Nvidia's ability to operate in key markets.\n\n3. **Regulatory Scrutiny**: Increased regulatory scrutiny regarding AI technologies and export controls could impose additional compliance costs and operational restrictions. The EU AI Act and similar regulations in other jurisdictions may affect Nvidia's product offerings and market strategies.\n\n4. **Competitive Landscape**: The semiconductor industry is highly competitive, with numerous players vying for market share in AI and data center solutions. Nvidia must continuously innovate to maintain its competitive edge against rivals.\n\n5. **Market Volatility**: The demand for GPUs can be volatile, influenced by factors such as cryptocurrency mining trends and changing consumer preferences. This volatility can complicate demand forecasting and inventory management.\n\n#### Strategic Insights\n- **Investment in R&D**: Nvidia should continue to invest heavily in research and development to enhance its AI capabilities and maintain its leadership position in the semiconductor industry. The increase in R&D expenses (51% year-on-year) reflects a commitment to innovation.\n\n- **Supply Chain Resilience**: Nvidia must develop strategies to mitigate supply chain risks, such as diversifying suppliers and increasing inventory levels for critical components. Establishing long-term contracts with suppliers could help secure necessary materials.\n\n- **Regulatory Compliance**: Proactively engaging with regulators and adapting to new compliance requirements will be crucial for Nvidia to navigate the evolving regulatory landscape, particularly concerning AI technologies.\n\n- **Market Expansion**: Nvidia should explore opportunities in emerging markets and industries, particularly in sectors like automotive and healthcare, where AI applications are gaining traction.\n\n- **Customer Relationships**: Strengthening relationships with key customers and partners will be essential to ensure continued demand for Nvidia's products. This includes providing exceptional support and developing tailored solutions to meet specific customer needs.\n\n### Conclusion\nNvidia is well-positioned to capitalize on the growing demand for AI and accelerated computing solutions. However, it must navigate various challenges, including supply chain risks, geopolitical tensions, and regulatory scrutiny. By focusing on innovation, supply chain resilience, and strategic partnerships, Nvidia can continue to thrive in the competitive semiconductor landscape.", - "timestamp": "2024-08-31T16:29:38.893132" - }, - { - "agent_name": "Strategic-Recommendations-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Based on the analysis of Nvidia's 10-K report, several key insights emerge regarding the company's financial performance, risks, and market trends. Here’s a synthesis of these insights along with actionable strategic recommendations for Nvidia's leadership team:\n\n### Financial Performance Insights\n1. **Revenue Growth**: Nvidia reported a significant increase in revenue, particularly in the Compute & Networking segment, which grew 154% year-on-year. This growth is primarily driven by demand for AI solutions and the Hopper GPU architecture.\n2. **Gross Margin Improvement**: The gross margin improved to 75.1% for the second quarter of fiscal year 2025, up from 70.1% a year ago, indicating effective cost management and strong demand for high-margin products.\n3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently in response to rising demand.\n4. **Cash Position**: Nvidia has a robust liquidity position with $34.8 billion in cash, cash equivalents, and marketable securities, providing a strong buffer for future investments and operational needs.\n\n### Risk Factors\n1. **Supply Chain Vulnerabilities**: Nvidia faces risks related to long manufacturing lead times and uncertain supply availability, which could lead to mismatches between supply and demand.\n2. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, which poses a risk if any of these customers reduce their orders or switch to competitors.\n3. **Geopolitical Risks**: Increasing geopolitical tensions, particularly involving China and Taiwan, could impact Nvidia's supply chain and market access.\n4. **Regulatory Challenges**: The evolving regulatory landscape around AI technologies and export controls could impose additional compliance costs and operational constraints.\n\n### Market Trends\n1. **AI and Data Center Demand**: The demand for AI and accelerated computing solutions is surging, driven by advancements in generative AI and large language models.\n2. **Automotive Sector Growth**: Nvidia's automotive revenue is on the rise, indicating a growing market for AI-driven automotive solutions.\n3. **Competitive Landscape**: The semiconductor industry is highly competitive, with rapid technological advancements and new entrants that could disrupt Nvidia's market position.\n\n### Strategic Recommendations\n1. **Diversify Customer Base**: To mitigate the risk of revenue concentration, Nvidia should focus on diversifying its customer base by targeting new sectors and smaller enterprises that can benefit from AI solutions. This could involve tailored marketing strategies and partnerships with system integrators.\n \n2. **Strengthen Supply Chain Resilience**: Nvidia should invest in building a more resilient supply chain by establishing long-term partnerships with multiple suppliers and exploring vertical integration where feasible. This could help mitigate risks associated with supply shortages and lead times.\n\n3. **Expand AI Product Offerings**: Given the strong demand for AI solutions, Nvidia should continue to innovate and expand its product offerings in the AI space. This includes enhancing its software ecosystem and developing new applications for its hardware.\n\n4. **Enhance Regulatory Compliance Framework**: As regulatory scrutiny increases, Nvidia should proactively enhance its compliance framework to address potential legal and regulatory challenges. This includes engaging with policymakers and industry groups to shape favorable regulations.\n\n5. **Leverage Cash Position for Strategic Investments**: With a strong cash position, Nvidia should consider strategic acquisitions or investments in emerging technologies that complement its core business, particularly in AI and machine learning.\n\n6. **Focus on Sustainable Practices**: As sustainability becomes a critical factor for investors and consumers, Nvidia should enhance its sustainability initiatives, including energy-efficient product designs and responsible sourcing practices.\n\n7. **Monitor Geopolitical Developments**: Nvidia should establish a dedicated team to monitor geopolitical developments and assess their potential impact on operations. This team can develop contingency plans to address supply chain disruptions or market access issues.\n\nBy implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities in the rapidly evolving technology landscape.", - "timestamp": "2024-08-31T16:29:38.893132" - }, - { - "agent_name": "Revenue-Maximization-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Based on the analysis of Nvidia's 10-K report, several potential revenue growth opportunities can be identified. Here are some innovative strategies, new markets, and product offerings that could drive revenue growth and enhance profitability for Nvidia:\n\n### 1. **Expansion in Generative AI and Microservices**\n - **Opportunity**: Nvidia has introduced generative AI models and NIM microservices for OpenUSD. This positions the company to capitalize on the growing demand for AI-driven solutions across various industries.\n - **Strategy**: Nvidia can enhance its offerings by developing tailored generative AI solutions for specific sectors such as healthcare, finance, and entertainment. Collaborating with industry leaders to create customized AI applications could open new revenue streams.\n\n### 2. **Automotive Sector Growth**\n - **Opportunity**: Automotive revenue has shown significant growth, with a 37% increase year-over-year. The success in the Autonomous Grand Challenge highlights Nvidia's capabilities in autonomous vehicle technology.\n - **Strategy**: Nvidia should continue to invest in partnerships with automotive manufacturers to integrate its AI technologies into their vehicles. Expanding its product line to include more advanced driver-assistance systems (ADAS) and fully autonomous driving solutions could capture a larger market share.\n\n### 3. **Data Center and Cloud Services**\n - **Opportunity**: The Compute & Networking segment has seen explosive growth, driven by demand for AI solutions and GPU computing.\n - **Strategy**: Nvidia can further penetrate the cloud services market by offering subscription-based models for its AI and GPU computing services. This could include partnerships with major cloud providers to enhance their AI capabilities, thereby increasing Nvidia's recurring revenue.\n\n### 4. **Gaming and Esports Innovations**\n - **Opportunity**: The graphics segment has also experienced growth, particularly with the GeForce RTX 40 Series GPUs.\n - **Strategy**: Nvidia can expand its gaming ecosystem by investing in esports and gaming content creation. This could involve partnerships with game developers to optimize games for Nvidia hardware, as well as creating exclusive content or experiences for gamers.\n\n### 5. **International Market Expansion**\n - **Opportunity**: A significant portion of Nvidia's revenue comes from international markets (57% of total revenue).\n - **Strategy**: Nvidia should focus on expanding its presence in emerging markets, particularly in Asia and Latin America, where demand for AI and gaming technologies is growing. Tailoring products to meet local needs and establishing local partnerships could facilitate this expansion.\n\n### 6. **Sustainability and Green Technology**\n - **Opportunity**: As global sustainability regulations become more stringent, there is an increasing demand for energy-efficient technologies.\n - **Strategy**: Nvidia can leverage its technology to develop energy-efficient AI solutions and promote its GPUs as environmentally friendly options for data centers and gaming. This could enhance brand reputation and attract environmentally conscious customers.\n\n### 7. **Strategic Acquisitions and Partnerships**\n - **Opportunity**: Nvidia has a history of strategic acquisitions that enhance its technology portfolio.\n - **Strategy**: Identifying and acquiring companies that specialize in complementary technologies, such as AI software development or advanced semiconductor manufacturing, could strengthen Nvidia's market position and drive innovation.\n\n### 8. **Focus on Research and Development**\n - **Opportunity**: Nvidia's R&D expenses have increased significantly, indicating a commitment to innovation.\n - **Strategy**: Continuing to invest in R&D to develop next-generation products, particularly in AI and machine learning, will be crucial. This could involve exploring new architectures or applications for GPUs beyond traditional uses.\n\n### 9. **Enhanced Customer Engagement and Support**\n - **Opportunity**: With a significant portion of revenue coming from a limited number of customers, maintaining strong relationships is vital.\n - **Strategy**: Nvidia can enhance customer engagement through improved support services, training programs, and community-building initiatives. This could lead to increased customer loyalty and repeat business.\n\n### Conclusion\nNvidia is well-positioned to capitalize on the growing demand for AI, gaming, and data center solutions. By focusing on innovative strategies, expanding into new markets, and enhancing product offerings, Nvidia can drive significant revenue growth and enhance profitability in the coming years.", - "timestamp": "2024-08-31T16:29:38.893132" - }, - { - "agent_name": "Expenses-Minimization-Agent", - "task": "Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago.\nWe introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous\nfactories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development.\nAutomotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer\nVision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the\nimportance of generative AI in building applications for physical AI deployments in autonomous vehicle development.\nFinancial Information by Business Segment and Geographic Data\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information.\nCritical Accounting Policies and Estimates\nR efer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have\nbeen no material changes to our Critical Accounting Policies and Estimates.\n27Results of Operations\nThe following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of\nrevenue.\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023\nRevenue 100.0 % 100.0 % 100.0 % 100.0 %\n Cost of revenue 24.9 29.9 23.4 31.8 \nGross profit 75.1 70.1 76.6 68.2 \nOperating expenses \n Research and development 10.3 15.1 10.4 18.9 \n Sales, general and administrative 2.8 4.7 2.9 6.1 \nTotal operating expenses 13.1 19.8 13.3 25 .0 \nOperating income 62.0 50.3 63.3 43.2 \n Interest income 1.5 1.4 1.4 1.6 \n Interest expense (0.2) (0.5) (0.2) (0.6)\n Other , net 0.6 0.4 0.5 0.2 \nOther income (expense), net 1.9 1.3 1.7 1.2 \nIncome before income tax 63.9 51.6 65.0 44.4 \nIncome tax expense 8.7 5.9 8.9 4.6 \nNet income 55.2 % 45.7 % 56.1 % 39.8 %\nRevenue\nRevenue by Reportable Segments\nThree Months Ended Six Months Ended \n Jul 28, 2024 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 %\nGraphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 %\nTotal $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 %\nOperating Income by Reportable Segments\nThree Months Ended Six Months Ended\n Jul 28, 202 4 Jul 30, 2023$\nChange%\nChangeJul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nCompute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 %\nGraphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 %\nAll Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 %\nTotal $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 %\nCompute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year\n2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year-\non-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and\ninferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159%\ncompared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue.\n28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led\nby higher sales of our GeForce R TX 40 Series GPUs.\nReportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of\nfiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue.\nAll Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024\nwas due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases.\nConcentration of Revenue\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and\ngamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter\nand first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively .\nWe refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and\nsystem integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system\nintegrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud\nservice provide rs, consumer internet companies, enterprises, and public sector entities.\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are\npresented in the following table:\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 28, 2024\nCustomer A 14 % 14 %\nCustomer B 11 % *\nCustomer C 11 % *\nCustomer D 10 % 10 %\nCustomer E * 10 %\n* Less than 10% of total revenue\nFor the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including\nthrough Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment.\nFor the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from\nCustomer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment.\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data\n and other sources. Actual indirect customer revenue may dif fer from our estimates.\nWe have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue.\nGross Profit and Gross Margin\nGross profit consists of total net revenue less cost of revenue.\nOur overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the\nsecond quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second\nquarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of\n 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025,\nrespectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase\nobligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on\nour\n29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively .\nProvisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024,\nrespectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and\n$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and\n2.8% in the second quarter and first half of fiscal year 2024, re spectively .\nWe expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in\nthe mid-70% range.\nOperat ing Expenses\n Three Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange%\nChange Jul 28, 2024 Jul 30, 2023$\nChange%\nChange\n ($ in millions)\nResearch and development\nexpenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 %\n% of net revenue 10.3 % 15.1 % 10.4 % 18.9 %\nSales, general and administrative\nexpenses 842 622 220 35 % 1,618 1,253 365 29 %\n% of net revenue 2.8 % 4.7 % 2.9 % 6.1 %\nTotal operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 %\n% of net revenue 13.1 % 19.8 % 13.3 % 25.0 %\nThe increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in\ncompensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in\ncompute and infrastructure investments, respectively .\nThe increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and\nbenefits, including stock-based compensation, reflecting employee growth and compensation increases.\nFor fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products.\nOther Income (Expense), Net\nThree Months Ended Six Months Ended\n Jul 28, 2024 Jul 30, 2023$\nChange Jul 28, 2 024 Jul 30, 2023$\nChange\n ($ in millions)\nInterest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 \nInterest expense (61) (65) 4 (125) (131) 6 \nOther , net 189 59 130 264 42 222 \nOther income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 \nThe increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt\nsecu rity balances.\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\nOther , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact\nof changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an\nincrease in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial\nStatem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity\nsecurities.\n30Income T axes\nWe recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and\n$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6%\nand 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024,\nrespectively .\nThe effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase\nin income before income tax.\nGiven our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in\nthe near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release\ncould vary based on our assessment of all available evidence.\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information.\nLiquidity and Capital Resources\n Jul 28, 2024 Jan 28, 2024\n (In millions)\nCash and cash equivalents $ 8,563 $ 7,280 \nMarketable securities 26,237 18,704 \nCash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 \n Six Months Ended\nJul 28, 2024 Jul 30, 2023\n (In millions)\nNet cash provided by operating activities $ 29,833 $ 9,259 \nNet cash used in investing activities $ (8, 877) $ (1,287)\nNet cash used in financing activities $ (19,665) $ (5,479)\nOur investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain\nmaturity limits on our portfolio.\nCash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially\noffset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t\nby $2.8 billion from customer payments received prior to the invoice due date.\nCash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of\nmarketable securities, and acquisition of land and buildings.\nCash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share\nrepurchases and higher tax payments related to RSUs.\nLiquidity\nOur primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we\nhad $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least\nthe next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and\ncapital resources, including our access to external capital, to ensure we can finance future capital requirements.\nOur marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations\nand financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt\nsecurities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated\nFinancial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related\nforeign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S.\nas of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\nPayment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement\nof services.\nCapital Return to Shareholders\nDuring the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends.\nOur cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the\ndividend program and the declaration of dividends thereunder are in the best interests of our shareholders.\nOn June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our\nquarterly cash dividend was paid on June 28, 2024.\nDuring the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and\n$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On\nAugust 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a\ntotal of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining\nadequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment\nopportunities. W e plan to continue share repu rchases this fiscal year .\nFrom April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan.\nThe U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made\nafter December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025.\nOutstanding Indebtedness and Commercial Paper Program\nOur aggregate debt maturities as of July 28, 2024, by year payable, are as follows:\n Jul 28, 2024\n (In millions)\nDue in one year $ — \nDue in one to five years 2,250 \nDue in five to ten years 2,750 \nDue in greater than ten years 3,500 \nUnamortized debt discount and is suance costs (39)\nNet carrying amount 8,461 \nLess short-term portion — \nTotal long-term portion $ 8,461 \nWe have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding.\nRefer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion.\nMaterial Cash Requirements and Other Obligations\nUnrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of\nJuly 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the\nunderlying income tax positions and the timing of\n32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\nOther than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations\nfrom those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of\nFinancial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024\nfor a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2,\n11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively .\nClimate Change\nTo date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing\nrenewable energy or climate-related business trends.\nAdoption of New and Recently Issued Accounting Pronouncements\nThere has been no adoption of any new and recently issued accounting pronouncements.\nItem 3. Quantitative and Qualitative Disclosures about Market Risk\nI nvestment and Interest Rate Risk\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”\nin our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market\nrisks described as of January 28, 2024.\nFore ign Exchange Rate Risk\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About\nMarket Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the\nforeign exchange rate risks described as of January 28, 20 24.\nItem 4. Controls and Procedures\nControls and Procedures\nDisclosure Controls and Procedures\nBased on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our\ndisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the\ni nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time\nperiods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive\nOfficer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures.\nChanges in Internal Control Over Financial Reporting\nThere were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our\ninternal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of\nour existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will\noccur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting.\nInherent Limitations on Effectiveness of Controls\nOur manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal\ncontrols, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance\nthat the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits\nof controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute\nassurance that all control issues and instances of fraud, if any , within NVIDIA have been detected.\n33Part II. Other Information\nItem 1. Legal Proceedings\nRefer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal\nproceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for\na prior discussion of our legal proceedings.\nItem 1A. Risk Factors\nOther than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on\nForm 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024.\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form\n10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any\none of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional\nrisks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of\noperations or reputation.\nLong manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately ,\nhas led and could lead to mismatches between supply and demand.\nWe use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component\nor capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as\nwe have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and\nexcess inventory , has varied across our market platforms, and has significantly harmed our financial results.\nWe build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long-\nterm supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our\nlong-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the\nfinished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the\nsemiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously\nexperienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future\nsupply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet\nour supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply\ncommitments at th e same rate or at all if our revenue declines.\nMany additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts,\nor otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:\n•changes in product development cycles and time to market;\n •competing technologies and competitor product releases, announcements or other actions;\n•changes in business and economic conditions;\n•sudden or sustained government lockdowns or public health issues ;\n•rapidly changing technology or customer requirements;\n•the availability of suf ficient data center capacity or energy for customers to procure;\n•new product introductions and transitions resulting in less demand for existing products;\n•new or unexpected end-use cases;\n•increase in demand for competitive products;\n•business decisions made by third parties;\n•the demand for accelerated computing, AI-related cloud services, or large language models;\n34•changes that impact the ecosystem for the architectures underlying our products and technologies;\n•the demand for our products; or\n•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\nWe continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have\nalso entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase\nvolumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with\nvariations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to\nincreased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments\nexceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have\nexperienced in the past.\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support\nnew products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products.\nThe computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI\nopportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year\nand we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product\nconfigurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating\nproduct transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in\nour revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate\ntransitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to\nexecute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of\nnewly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other\ncosts or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second\nquarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the\nfuture.\nWe incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products\nor adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be\nable to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product\ntransitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our\nsupply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through\nmultiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system\nintegrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have\nimpacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various\ndownstream parties.\nIf we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production\nand we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be\nable to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill\nour custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion\ncould be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any\none component have had and may have a broader revenue impact.\nIf we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may\nnot be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including\ndue to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may\nneed to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to\ncontinue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may\nhave to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of\nour historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of\n35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and\nbecome a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results.\nDemand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to\ngenerate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for\nData Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with\nany reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.\nChallenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if\nwe experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan\nand China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to\nour supply continuity , could have a material adverse impact on us.\nThe use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future\nimpact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to\nbe used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of\ncryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new\ncompute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in\nthe method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further\nimpact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0\nmerge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased\naftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or\npreviously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and\nreseller marketplaces compete with our new products and distribution channels.\nAdditionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our\nplatforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by\ndevelopers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers\nor publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect\ncustomer demand.\nWe receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to\ncustomers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of\nthese customers.\nWe receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B,\nC and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to\nthe Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their\nchannels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our\nprocessors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly\ncomplex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their\nownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these\npartners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way.\nBecause most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little\nnotice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and\nour partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’\npurchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors\nand other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators\nand distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute &\nNetworking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors\nand channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large\ncustomers, a significant reduction in purchases by them,\n36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our\nfinancial condition and results of operations.\nOur operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may\nadversely impact our business.\nWe are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement;\ntaxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls\nand cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;\nenvironmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such\nrequirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to\nmanufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws\nor the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions\nagainst us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations\nto which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further\nrestrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result\nof changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks.\nOur position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,\nthe United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and\ncompetition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received\nrequests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs,\nour efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we \nexpect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions\non the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June\n2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions\nunder this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems\nusing our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or\nregulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs,\nrestrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our\nshipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our\nbusiness and results of operations.\nGovernment actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or\nexport regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or\nother trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export\nlicense with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),\nand generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or\nsanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available\nunder the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition.\nFor example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which\nblocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to\nRussia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future.\nThe increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of\nenabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings.\nConcerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications,\nmodels, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying,\ntuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users\nworldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results.\n37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies.\nAs ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export\ncontrol restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated\nproducts, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and\napplication, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively\nimpact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and\ncould negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,\nwhich have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even\nthough comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial\nresults. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products\nto additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively\nimpact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and\ncustomers to provide services to their end custom ers, even outside China.\nExport contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China\nand for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our\nproducts, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to\nimpose compliance burdens on our business and our customers, negatively and materially impactin g our business.\nIncreasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting\nour business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.\nAdditional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and\ndevelopment teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve\noverseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our\nproducts and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our\nsales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators\nconclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions\non our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.\nDuring the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and\nsupercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop,\nproduce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits,\nDGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated\ncircuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are\nalso now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in\nChina. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products\ndestined to certain customers and other regions, including some countr ies in the Middle East.\nIn October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to\nChina and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our\nproducts exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to\nthe export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5,\nincluding China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,\nH80 0, and L40S products. W e have not received licenses to ship these restricted products to China.\nFollowing these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and\nHong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution\noperations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for\nwhich the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing\nrequirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a\nlicense or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that\nwe or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that\n38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for\nexports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions\nthat are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and\nalready have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new \nrestrictions or may be able to acquire licenses for their products.\nManagement of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive\nposition and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the\ngeographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we\nare unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to\nsignificant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose\nburdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors,\nas the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to\npursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.\nGiven the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time\nand further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the\nevent of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing\nrequirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG\nhas already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license\nconditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling\nmechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has\na lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a\nsignificant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In\naddition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to\nthose controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed\nfrom Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs\ncontaining our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of\ndownstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a\ndisproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control.\nExcessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain\nU.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or\nshifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our\ncompetitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls\nmay negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia.\nExcessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for\nmarket, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors,\nwhich would be less likely t o be restricted by U.S. controls.\nAdditionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming\nrevenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose\nrestrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the\nChinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another\nexample, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per\nmemory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way\nthat effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center\nproducts and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the\nproducts of our suppliers could negatively impact our business and financial results.\n39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that\nnegatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results.\nItem 2. Unregistered Sales of Equity Securities and Use of Proceeds\nIssuer Purchases of Equity Securities\nDuring the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1\nbillion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock.\nThe repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase\nprograms, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable\nlegal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be\nsuspended at any time at our discretio n.\nIn the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the\npayment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the\ndeclaration of dividends thereunder are in the best interests of our shareholder s.\nThe following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025:\nPeriodTotal Number\nof Shares\nPurchased\n(In millions)Average Price Paid\nper S hareTotal Number of Shares\nPurchased as Part of\nPublicly Announced\nProgram\n(In millions)Approximate Dollar V alue\nof Shares that May Yet Be\nPurchased Under the\nProgram\n(In billions)\nApril 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 \nMay 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 \nJune 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 \nTotal 62.8 62.8 \nOn August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024\nthrough August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of\n$53.9 billion was available for repurchase.\nRestricted Stock Unit Share W ithholding\nWe withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our\nemployee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively ,\nfor a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements.\nRecent Sales of Unregister ed Securities and Use of Proceeds\nOn May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of\nissuanc e, to key employees of a company we acquired.\nOn July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of\nissuance, to key employees of a company we acquired.\nThe above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of\nthe Securities Act (and Regulation D or Regulation S promulgated thereunder).\nItem 5. Other Information\nOn July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024\nfor the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to\ntermination.\n40Item 6. Exhibits\nIncorporated by Reference\nExhibit No. Exhibit Description Schedule/Form Exhibit Filing Date\n3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024\n10.1+* Amended and Restated 2007 Equity Incentive Plan\n10.2+* Amended and Restated 2012 Employee Stock Purchase Plan\n31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities\nExchange Act of 1934\n 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities\nExchange Act of 1934\n101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive\nData File because its XBRL tags are embedded within the Inline XB RL document.\n101.SCH* Inline XBRL Taxonomy Extension Schema Document\n101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document\n101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document\n101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document\n104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in\nthe Interactive Data File because its XBRL tags are embedded within the Inline XBRL\ndocument.\n+ Management contract or compensatory plan or arrangement.\n* Filed herewith.\n# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control\nOver Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are\ndeemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will\nnot be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically\nincorporates it by reference.\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\nInvestor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051.\n41Signature\nPursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned\nthereunto duly authorized.\nDate: August 28, 2024\n NVIDIA Corporation \nBy: /s/ Colette M. Kress\n Colette M. Kress\n Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal\nFinancial Of ficer)\n42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan\nApproved by the Compensation Committee: April 24, 2 007\nApproved by the Stockholders: June 21, 2007\nAmended by the Compensation Committee: November 11, 2010\nAmended and Restated by the Compensation Committee: March 22, 2012\nApproved by the Stockholders : May 17, 2012\nAmended and Restated by the Compensation Committee: April 9, 2014\nApproved by the Stockholders: May 23, 2014\nAmended and Restated by the Compensation Committee: April 5, 2016\nApproved b y the Stockholders: May 18, 2016\nAmended and Restated by the Compensation Committee: April 3, 2018\nApproved by the Stockholders: May 16, 2018\nAmended and Restated by the Compensation Committee: April 27, 2020\nApproved by the Stockholders: June 9, 2020\nAmended and Restated by the Board of Directors: July 19, 2021\nAmended and Restated by the Compensation Committee: April 8, 2022\nApproved by the Stoc kholders: June 2, 2022\nAmended and Restated by the Compensation Committee: December 1, 2022\nAmended and Restated by the Board of Directors: June 7, 2024\nTermination Date: April 26, 2030\n1. General.\n(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation\n1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation\n2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the\nEffective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the\nterms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company\nanticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are\nforeign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan\ncovering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign\nnationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all\nof the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that\nt he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of\nshares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign\nTransition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as\nprovided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that\nexpire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for\nissuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted\nunder the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted.\n(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants.\n(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options,\n(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance\nCash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive\nAwards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any\nAffiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common\nStock through the granting of Stock Awards.\n(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance-\nbased compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant\nto the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in\neffect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in\naccordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority.\n2. Administration.\n(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a\nCommittee or Committees, as provided in Section 2(c).\n(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan:\n(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each\nAward will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not\nbe identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the\nnumber of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award.\n(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its\nadministration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award\nAgreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the\nPlan or Award fully effective.\n(iii) To settle all controversies regarding the Plan and Awards granted under it.\n(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in\naccordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it\nwill vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the\nPlan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof\nwill vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in\nControl.\n(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or\ntermination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent.\n(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive\nStock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under\nthe Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to\nCapitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of\nshares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under\nthe Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common\nStock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards\navailable for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in\nthe Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless\n(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.\n(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended\nto satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding\nIncentive Sto ck Options, or (iii) Rule 16b-3.\n(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,\nbut not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits\nin the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the\nstatus of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be\nmaterially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant\nconsents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s\nconsent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n\nIncentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and\nthe related guidance thereunder, or (C) to comply with o ther applicable laws.\n(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best\ninterests of the Company and that are not in confli ct with the provisions of the Plan or Awards.\n(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are\nnecessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or\nemployed or located outside the United States.\n(c)Delegation to Committee.\n(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration\nof the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore\npossessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of\n the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee\nor subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by\nthe Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at\nany time, revest in the Board some or all of the powers previously delegated.\n(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in\naccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the\nBoard or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards\nto eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of\nincome resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the\nCode, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who\nare not then subject to Section 16 of the Exchange Act.\n(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do\none or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that\nno person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject\nto such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the\nterms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General\nCorporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to\nthis section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee,\nwith any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section\n2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors,\nrespectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below.\n(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to\nreview by any person and will be final, binding and conclusive on all persons. \n(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise\nor strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock\nAppreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock\nAwards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event.\n(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any\nshares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided,\nhowever, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested\nunder the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be\nsubject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any\nvesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the\nCompany on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under\nthe terms of such Award Agreement.\n3.Shares Subject to the Plan.\n(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of\nCommon Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares\n(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total\nre serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the\nshares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000\nshares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of\nStockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that\nwere approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018\nAnnual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii)\n733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the\nCompany’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June\n7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued\npursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may\nbe issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company\nManual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares\navailable for issuance under the Plan.\n The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1\n1(b)Reversion of Shares to the Share Reserve.\n(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in\nwhole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are\nforfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase\nrights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of\nsuch shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or\nrepurchased by the Comp any, shall revert to and again become available for issuance under the Plan.\n(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t\nbecause such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a\nStock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock\nAward (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the\nnumber of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under\nthe Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in\nsatisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant\nshall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of\ntaxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual\ndelivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares\nof Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award,\nthen the number of shares so repurchased shall not remain available for subsequent issuance under the Plan.\n(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization\nAdjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock\nOptions under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock.\n(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be\neligible to be granted during any fiscal year:\n(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an\nexercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more\nthan 80,000,000 shares of Comm on Stock;\n(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and\n(iii) Performance Cash Awards with a value of more than $6,000,000.\nIf a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance\nStock Award could be paid out in cash, it will count only against the Performance Stock Award lim it.\n(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including\nshares repurchased by the Company on the open market or other wise.\n4.Eligibility.\n(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent\ncorporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than\nIncentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to\nEmployees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in\nRule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example,\nbecause the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with\nits legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in\nconnection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.\n(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such\nOption is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the\nexpiration of five (5) years from the date of grant.\n(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement\nunder the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of\nthe Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the\nConsultant is a natural person, or because of any other rule governing the use of For m S-8.\n5.Provisions Relating to Options and Stock Appreciation Rights.\nEach Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be\nseparately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate\ncertificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically\ndesignated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to\nqualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The\nprovision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation\nof provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions:\n(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the\nexpiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”).\n(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the\nAward Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the\nOption or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike\nprice lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option\nor stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR\nwill be denominated in shares of Common Stock equivalents.\n(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent\npermitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.\nThe Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to\nuse certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of\npayment permitted by this Section 5(c) are:\n(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company;\n(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance\nof the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay\nthe aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the\nnumber of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not \nexceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent\nof any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided,\nfurther, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A)\nshares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as\na result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or\n(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement.\n(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the\nCompany in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution\npayable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of\nthe exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is\nvested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation\ndistribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the\nBoard and contained in the Award Agreement evidencing such SAR.\n(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options\nand SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such\nadditional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the\nfollowing restrictions on the transferability of Options and SARs will apply:\n (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or\npursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided,\nhowever, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities\nlaws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.\n(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer,\nan Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an\nIncentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.\n(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a\nParticipant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated\nbroker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and\nreceive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or\nadministrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or\nSAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a\nbeneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of\napplicable laws or difficult to administer.\n(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become\nexercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the\ntime or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board\nmay deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a\nresult of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service.\nThe provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to\nwhich an Option or SAR may be exercised.\n(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between\nthe Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s\ndeath or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award\nas of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the\ntermination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If,\nafter termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the\nAward Agreement (as applicable), the Option or SAR will terminate.\n(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service\n(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of\nCommon Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under\nSection 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then\nthe Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous\nService during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the\nParticipant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in\nthe Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board.\n(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant\nand the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may\nexercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of\nContinuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous\nService, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service,\nthe Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option\nor SAR will terminate.\n(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and\nthe Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event\nwill give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the\nAward Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to\nacceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled\nto exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or\nSAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period\nending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in\nthe Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award\nAgreement (as applicable), the Option or SAR will terminate.\n(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written\nagreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or\nSAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising\nhis or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor\nStandards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of\ngrant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity\nAct, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed,\ncontinued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the\nParti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with\nthe Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six\n(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in\nconnection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or\nrequired for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection\nwith the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the\nprovisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.\n6.Provisions of Stock Awards other than Options and SARs.\n(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as\nthe Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be\n(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or\n(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of\nRestricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award\nAgreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the\nprovisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions:\n(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or\nelectronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal\nconsideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.\n(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the\nCompany in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s\nContinuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of\ntermination of Continuous Service.\n(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company\nmay receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not\nvested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent.\n(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by\nthe Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its\nsole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted\nStock Award Agreement.\n(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and\nconditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to\ntime, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each\nRestricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following\nprovisions:\n(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be\npaid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if\nany) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration\nthat may be acceptable to the Board in its sole discretion and permissible under applicable law.\n(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the\nvesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a\nParticipant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of\nthe date of t ermination of Continuous Service.\n(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any\ncombination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award\nAgreement.\n(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may\nimpose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted\nStock Unit Award to a time after the vesting of such Restricted Stock Unit Award.\n(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award\nAgreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous\nService.\n(c)Performance Awards.\n(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest\nor exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may\nrequire the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his\nor her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully\nvested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance\nPeriod, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such\nPerformance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to\nqualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent\npermitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be\nus ed in payment of Performance Stock Awards.\n(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during\na Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of\nContinuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the\nmeasure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to\nthe extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its\nsole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the\nCommittee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a\nspecified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may\nbe cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as\nthe Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable\nlaw and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this\nPlan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an\ninducement to hold shares of Common Stock.\n(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code\nwith respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance\nGoals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after\nthe commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any\nevent at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any\ncompensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will\ncertify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases\nwhere such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance-\nbased compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due\nupon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion,\nmay determine.\n(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,\nincluding the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the\npreceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole\nand complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number\nof shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and\nconditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a\nresult of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of\nContinuous Service.\n7.Covenants of the Company.\n(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of\nCommon Stock reasonably required to satisfy such Stock Awards.\n(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the\nPlan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common\nStock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities\nAct the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if\nthe cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by\nthe Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such\nregulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common\nStock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock\nAwards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash\nor Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws.\n(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant\nas to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise\nsuch holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the\nCompany nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous.\n(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company.\n(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any\nParticipant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the\ninstrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that\nthe corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g.,\n exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the\npapering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in\nthe Award Agreement.\n(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any\nshares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance\no f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the\nbooks and records of the Company.\n(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or\nin connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an\nAffiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the\nemployment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the\nEmployee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the\nCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of\nthe corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.\n(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services\nfor the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the\nEmployee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the\nBoard has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number\nof shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time\ncommitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the\nevent of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced.\n(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to\nwhich Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company\nand any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing\nIncentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise\ndo not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option\nAgree ment(s) or any Board or Committee resolutions related thereto.\n(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any\nAward, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business\nmatters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial\nand business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of\nexercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock\nsubject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A)\nthe issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently\neffective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the\nCompany that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon\nadvice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in\norder to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock.\n(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any\nfederal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance\ncontributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any\ncompensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a\ncash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in\nco nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of\ntax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial\naccounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the\nParticipant; or (v) by such other method as may be set forth in the Award Agreement.\n(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered\nelectronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet.\n(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock\nor the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs\nand procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the\nCode. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise\nproviding services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual\npercentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice,\nand implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.\n(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will\nbe interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of\nthe Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted\nhereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will\nincorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an\nAward Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.\nNotwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common\nStock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a\n“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation\nfrom service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date\nthat is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless\nsuch distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in\na lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the\nCompany is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s\nsecurities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In\naddition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines\nnecessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other\ncash or property upon the occurrence of Cause.\n9.Adjustments upon Changes in Common Stock; Other Corporate Events.\n(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the\nclass(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities\nthat may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of\nsecurities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of\nstock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive.\n(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of\nthe Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and\noutstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior\nto the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture\ncondition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing\nContinuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,\nexercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated)\nbefore the dissolution or liquidation is completed but contingent on its completion.\n(c)Corporate Transaction.\n(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate\nTransaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or\ncontinue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate\nTransaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s\nmay be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such\nCorporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a\nStock Award or substitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent\ncompany) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose\nContinuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine\n(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction),\nand such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate\nTransaction).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common\nStock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the\nholders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided,\nhowever, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may\ncontinue to be exercised notwithstanding the Corporate Transaction.\n(d)Change in Control.\n(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in\nControl, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue\nany or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan\n(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in\nControl), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be\nassigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in \nControl. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or\nsubstitute a similar stock award for only a portion of a Stock Award.\n(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement\n(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options\nand stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent\ncompany) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock\nAwards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the\nvesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness\nof the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if\nthe Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such\nStock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or\nrepurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in\nControl).\n(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock\nAward Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to\noutstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring\ncorporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such\noutstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by\npersons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be\nexercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at\nleast five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the\nChange in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will\nnot terminate and may continue to b e exercised notwithstanding the Change in Control.\n(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a\nChange in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written\nagreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the\nStock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted\nby a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or\nconstructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such\nacceleration will occur.\n10.Termination or Suspension of the Plan.\n(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the\ntenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is\napproved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while\nthe Plan is suspended or after it is terminated.\n11.Effective Date of Plan.\nThis Plan will become effective on the Effective Date.\n12.Choice of Law.\nThe law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard\nto that state’s conflict of laws rules.\n13.Definitions.\nAs used in the Plan, the following definitions will apply to the capitalized ter ms indicated below:\n(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the\nSecurities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the\nforegoing definition.\n(b)“Award” means a Stock Award or a Performance Cash Award.\n(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an\nAward.\n(d)“Board” means the Board of Directors of the Company.\n(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject\nto the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger,\nconsolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating\ndivide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is\nused in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the\nforegoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment .\n(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a\ndefinition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such\nParticipant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a\nfelony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission\nof an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship\nwith the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an\nAffiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an\nAffiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such\nParticipant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a\nbreach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the\nParticipant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property,\nreputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial\ncondition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate.\n(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the\nfollowing events:\n(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50%\nof the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.\nNotwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by\nan investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related\ntransactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because\n the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the\noutstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares\noutstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting\nsecurities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that,\nassuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the\nSubject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;\n(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,\nimmediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior\nthereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting\npower of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power\nof the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as\ntheir Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction;\n(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of\nthe Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the\nCompany and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by\nstockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company\nimmediately prior to su ch sale, lease, license or other disposition; or\n(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for\nany reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for\nelection) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be\nconsidered as a member of the Incumbent Board.\nFor purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of\nall equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or\nright to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other\ntransac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any\nanalogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing\ndefinition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term\nis set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed\nto occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other\ntransaction, in each case without a requirement that the Change in Control actually occur.\nI f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such\ntransaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of\nthe assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition\nthereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to\nthe definition of “Change in Control” under Section 409A of the Code and the regulations thereunder.\n(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.\n(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with\nSection 2(c).\n(j)“Common Stock” means the common stock of the Company.\n(k)“Company” me", - "result": "Based on the analysis of Nvidia's 10-K report, several areas can be identified for potential cost savings, operational efficiencies, and expense minimization to enhance profitability. Here are the key findings and recommendations:\n\n### 1. **Cost of Revenue Management**\n- **Current Situation**: The cost of revenue has decreased from 29.9% to 24.9% year-over-year, indicating improved efficiency in production and sales.\n- **Recommendation**: Continue to optimize supply chain management and negotiate better terms with suppliers to further reduce costs. Implementing just-in-time inventory systems could minimize excess inventory costs.\n\n### 2. **Research and Development (R&D) Expenses**\n- **Current Situation**: R&D expenses have increased significantly, accounting for 10.3% of revenue, up from 15.1% a year ago. This reflects a strategic investment in innovation, particularly in AI and GPU technologies.\n- **Recommendation**: While maintaining a strong focus on innovation, consider prioritizing projects with the highest potential return on investment. Implementing a more rigorous project evaluation process could help in reallocating resources to the most promising initiatives.\n\n### 3. **Sales, General, and Administrative (SG&A) Expenses**\n- **Current Situation**: SG&A expenses have decreased from 4.7% to 2.8% of revenue, indicating improved efficiency in administrative functions.\n- **Recommendation**: Continue to streamline administrative processes through automation and digital transformation. Regularly review vendor contracts and service agreements to ensure competitive pricing and service levels.\n\n### 4. **Stock-Based Compensation**\n- **Current Situation**: The increase in stock-based compensation is a significant factor in the rise of operating expenses.\n- **Recommendation**: Consider revising the stock compensation structure to align more closely with performance metrics. This could help control costs while still incentivizing employees effectively.\n\n### 5. **Inventory Management**\n- **Current Situation**: Provisions for inventory and excess inventory purchase obligations have been substantial, indicating challenges in inventory management.\n- **Recommendation**: Implement advanced inventory management systems that utilize predictive analytics to better align inventory levels with demand forecasts. This could reduce excess inventory and associated costs.\n\n### 6. **Geographic Revenue Concentration**\n- **Current Situation**: A significant portion of revenue (57%) comes from international markets, which may expose Nvidia to geopolitical risks and currency fluctuations.\n- **Recommendation**: Diversify the customer base geographically to mitigate risks. Explore opportunities in emerging markets where demand for AI and GPU technologies is growing.\n\n### 7. **Tax Efficiency**\n- **Current Situation**: The effective tax rate has increased, impacting net income.\n- **Recommendation**: Engage in tax planning strategies to optimize the tax burden. This could include utilizing available tax credits, deductions, and incentives related to R&D and international operations.\n\n### 8. **Debt Management**\n- **Current Situation**: Nvidia has a manageable level of debt, but interest expenses could be optimized.\n- **Recommendation**: Consider refinancing existing debt at lower interest rates if market conditions allow. This could reduce interest expenses and improve cash flow.\n\n### 9. **Operational Efficiency through Technology**\n- **Current Situation**: Nvidia is investing heavily in AI and automation technologies.\n- **Recommendation**: Continue to leverage AI and machine learning to enhance operational efficiencies across all departments, from manufacturing to customer service. This could lead to significant cost savings and improved service delivery.\n\n### Conclusion\nBy focusing on these areas, Nvidia can further enhance its profitability while maintaining its competitive edge in the rapidly evolving technology landscape. Continuous monitoring and adjustment of strategies will be essential to adapt to market changes and internal performance metrics.", - "timestamp": "2024-08-31T16:29:38.893132" - } - ], - "number_of_agents": 7 -} \ No newline at end of file diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet 2.csv index 5587870dc..1e3ad8611 100644 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet 2.csv +++ b/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To extract the necessary sections from Nvidia's 10-K report, I will outline a structured format that encompasses the Financial Statements, Risk Factors, and Market Analysis. Since I cannot access external PDFs, I'll provide a template you can use for your analysis. Here’s how you would structure the data extraction: ### Nvidia 10-K Report Extraction @@ -54,7 +54,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K re - Implement sustainable practices in operations to align with market trends. ### Conclusion -This structured format allows for a comprehensive analysis of Nvidia's financial health, risk exposure, market dynamics, and strategic positioning. For effective analysis, you would need to fill in the brackets with actual figures and qualitative descriptions from the latest 10-K report.",2024-08-31T15:24:11.672471 +This structured format allows for a comprehensive analysis of Nvidia's financial health, risk exposure, market dynamics, and strategic positioning. For effective analysis, you would need to fill in the brackets with actual figures and qualitative descriptions from the latest 10-K report.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To conduct a comprehensive financial analysis of Nvidia based on its 10-K report, we will focus on key financial metrics, trends, and ratios related to revenue growth, profitability, liquidity, and solvency. Here’s a structured approach to the analysis: ### 1. **Revenue Growth** @@ -93,7 +93,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's - **Cost Management**: Encourage ongoing efforts in cost management to improve margins and profitability, especially in the face of rising operational costs. ### Conclusion -By analyzing Nvidia's financial statements through the lens of revenue growth, profitability, liquidity, and solvency, we can derive insights that inform executive decision-making. The strategic recommendations provided can help Nvidia navigate market challenges and capitalize on growth opportunities in the evolving technology landscape.",2024-08-31T15:24:11.672471 +By analyzing Nvidia's financial statements through the lens of revenue growth, profitability, liquidity, and solvency, we can derive insights that inform executive decision-making. The strategic recommendations provided can help Nvidia navigate market challenges and capitalize on growth opportunities in the evolving technology landscape.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","### Executive Summary of Nvidia's 10-K Risk Factors Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a range of risks that could materially impact its financial performance. This analysis identifies key risk factors categorized into market, operational, regulatory, and competitive risks, along with potential impacts and mitigation strategies. @@ -132,7 +132,7 @@ Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial ### Conclusion -Nvidia's growth prospects are promising, but the company must navigate a complex landscape of risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives—such as diversifying markets, enhancing supply chain resilience, ensuring regulatory compliance, investing in innovation, and managing financial exposures—Nvidia can position itself to sustain its competitive edge and drive long-term growth. Regular monitoring of these risk factors and adapting strategies accordingly will be crucial for maintaining financial health and shareholder value.",2024-08-31T15:24:11.672471 +Nvidia's growth prospects are promising, but the company must navigate a complex landscape of risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives—such as diversifying markets, enhancing supply chain resilience, ensuring regulatory compliance, investing in innovation, and managing financial exposures—Nvidia can position itself to sustain its competitive edge and drive long-term growth. Regular monitoring of these risk factors and adapting strategies accordingly will be crucial for maintaining financial health and shareholder value.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To provide a comprehensive analysis based on Nvidia's 10-K report, we will focus on several key areas: financial performance, risk assessment, market trends, competitive positioning, and strategic recommendations. ### Financial Analysis @@ -187,7 +187,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Market-Trends-Agent,"Analyze Nvidia's 10-K ### Conclusion -Nvidia stands at a pivotal point in the semiconductor industry, with significant opportunities driven by AI, gaming, and data centers. However, it must remain vigilant against competitive pressures, supply chain risks, and regulatory challenges. By leveraging its strengths and addressing potential threats, Nvidia can continue to thrive in a rapidly evolving market.",2024-08-31T15:24:11.672471 +Nvidia stands at a pivotal point in the semiconductor industry, with significant opportunities driven by AI, gaming, and data centers. However, it must remain vigilant against competitive pressures, supply chain risks, and regulatory challenges. By leveraging its strengths and addressing potential threats, Nvidia can continue to thrive in a rapidly evolving market.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To provide a comprehensive analysis based on Nvidia's 10-K report and synthesize actionable strategic recommendations, we can follow a structured approach: ### Financial Performance Analysis @@ -230,7 +230,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nv 7. **Talent Acquisition and Retention**: Invest in attracting and retaining top talent, particularly in engineering and R&D, to sustain innovation and competitiveness in the fast-evolving tech landscape. -By focusing on these strategic recommendations, Nvidia can enhance its growth trajectory, manage associated risks, and capitalize on emerging market opportunities effectively.",2024-08-31T15:24:11.672471 +By focusing on these strategic recommendations, Nvidia can enhance its growth trajectory, manage associated risks, and capitalize on emerging market opportunities effectively.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To extract the necessary information from Nvidia's 10-K report, we will focus on three main sections: Financial Statements, Risk Factors, and Market Analysis. Below is a structured format for the extracted data. ### 1. Financial Statements @@ -283,8 +283,8 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K re ### Conclusion -This structured format provides a comprehensive overview of Nvidia's financial health, potential risk factors, and market dynamics. Each section can be populated with specific data from the 10-K report for detailed analysis and strategic planning. Please ensure to fill in the placeholders with the actual data extracted from the report for a complete analysis.",2024-08-31T15:24:11.672471 -ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>",,2024-08-31T15:24:11.672471 +This structured format provides a comprehensive overview of Nvidia's financial health, potential risk factors, and market dynamics. Each section can be populated with specific data from the 10-K report for detailed analysis and strategic planning. Please ensure to fill in the placeholders with the actual data extracted from the report for a complete analysis.",2024-08-31T15:24:11.672471 +ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>",,2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","### Executive Summary of Risk Factors in Nvidia's 10-K Report Nvidia, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces several significant risks that could impact its financial performance. A thorough review of its 10-K report reveals key risk factors categorized into market, operational, regulatory, and competitive risks. Below is an analysis of these risks along with potential impacts and recommended mitigation strategies. @@ -371,7 +371,7 @@ The tech industry is characterized by rapid innovation, and new entrants can dis ### Conclusion -Nvidia's robust position in the technology sector is accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives and mitigation strategies, Nvidia can enhance its resilience and maintain its competitive edge in a rapidly evolving market. Continuous assessment and adaptation to market conditions will be essential for sustaining growth and profitability.",2024-08-31T15:24:11.672471 +Nvidia's robust position in the technology sector is accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives and mitigation strategies, Nvidia can enhance its resilience and maintain its competitive edge in a rapidly evolving market. Continuous assessment and adaptation to market conditions will be essential for sustaining growth and profitability.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To conduct a comprehensive analysis of Nvidia's 10-K report, we will focus on several key areas: financial performance, risk assessment, market trends, competitive positioning, and strategic recommendations. While I cannot access the specific 10-K report, I can provide a general framework based on typical contents of such reports and known industry trends. ### Financial Analysis @@ -431,7 +431,7 @@ Nvidia's competitive advantages include: 3. **Expand Market Presence**: Pursue strategic acquisitions or partnerships to enter new markets and enhance product offerings. 4. **Focus on Sustainability**: Implement sustainable practices in manufacturing and product development to appeal to environmentally conscious consumers and comply with regulations. -By addressing these areas, Nvidia can strengthen its market position and navigate the challenges and opportunities within the semiconductor industry effectively.",2024-08-31T15:24:11.672471 +By addressing these areas, Nvidia can strengthen its market position and navigate the challenges and opportunities within the semiconductor industry effectively.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To provide a comprehensive analysis of Nvidia's financial performance, risks, and market trends based on its 10-K report, we will break down the analysis into three key areas: financial performance, risk assessment, and market trends evaluation. Following this analysis, actionable strategic recommendations will be presented. ### Financial Performance Analysis @@ -478,7 +478,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nv 6. **Strengthen Customer Relationships**: Enhance customer engagement through tailored solutions and support services, ensuring that Nvidia remains a preferred partner for businesses leveraging AI and high-performance computing. -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on emerging market opportunities, ensuring long-term success in a competitive landscape.",2024-08-31T15:24:11.672471 +By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on emerging market opportunities, ensuring long-term success in a competitive landscape.",2024-08-31T15:24:11.672471 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To extract relevant financial statements, risk factors, and market analysis sections from Nvidia's 10-K report, I will outline the structured format for each of these categories based on the typical content found in a 10-K filing. However, as I don't have direct access to the PDF document, I will provide you with a generic template that you can use to populate with the actual data from Nvidia's report. ### Structured Format for Nvidia's 10-K Report @@ -542,7 +542,7 @@ By implementing these strategic recommendations, Nvidia can enhance its growth t - **Market Penetration Strategies**: [Insert recommendations for market penetration] - **Risk Mitigation Plans**: [Insert recommendations for mitigating identified risks] -Please fill in the brackets with the actual data extracted from Nvidia's 10-K report. Once you have the specific contents, this structured format will help in analyzing the company's financial health, risk profile, and market positioning effectively.",2024-08-31T15:25:20.094443 +Please fill in the brackets with the actual data extracted from Nvidia's 10-K report. Once you have the specific contents, this structured format will help in analyzing the company's financial health, risk profile, and market positioning effectively.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To conduct a comprehensive financial analysis of Nvidia's 10-K report, we will focus on key financial metrics, trends, and ratios related to revenue growth, profitability, liquidity, and solvency. Here’s an overview of the analysis: ### 1. **Revenue Growth** @@ -579,7 +579,7 @@ Please fill in the brackets with the actual data extracted from Nvidia's 10-K re - **Cost Management**: Advise on strategies for managing operating expenses to enhance margins and profitability. ### Conclusion -This analysis provides a framework for understanding Nvidia's financial health and strategic positioning. By focusing on revenue growth, profitability, liquidity, and solvency, alongside risk assessment and market trends, executives can make informed decisions to drive the company’s future success.",2024-08-31T15:25:20.094443 +This analysis provides a framework for understanding Nvidia's financial health and strategic positioning. By focusing on revenue growth, profitability, liquidity, and solvency, alongside risk assessment and market trends, executives can make informed decisions to drive the company’s future success.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","### Executive Summary of Nvidia's Risk Factors Nvidia, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces several significant risks that could impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is an analysis of these risks along with potential impacts and mitigation strategies. @@ -622,7 +622,7 @@ Nvidia, a leader in graphics processing units (GPUs) and artificial intelligence ### Conclusion -Nvidia's growth and profitability are influenced by a complex interplay of market, operational, regulatory, and competitive risks. By proactively identifying these risks and implementing strategic mitigation measures, Nvidia can enhance its resilience against potential adverse impacts. Continuous investment in innovation, diversification of markets, and maintaining strong compliance frameworks will be crucial for sustaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 +Nvidia's growth and profitability are influenced by a complex interplay of market, operational, regulatory, and competitive risks. By proactively identifying these risks and implementing strategic mitigation measures, Nvidia can enhance its resilience against potential adverse impacts. Continuous investment in innovation, diversification of markets, and maintaining strong compliance frameworks will be crucial for sustaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To analyze Nvidia's 10-K report effectively, we will break down the analysis into several key components: financial analysis, risk assessment, market trends evaluation, and strategic recommendations. ### Financial Analysis @@ -669,7 +669,7 @@ Nvidia's growth and profitability are influenced by a complex interplay of marke ### Conclusion -Nvidia's strong financial performance, coupled with its leadership in AI and gaming, positions it well for future growth. However, the company must navigate competitive pressures, supply chain risks, and evolving market dynamics. By focusing on innovation, strategic partnerships, and sustainability, Nvidia can capitalize on emerging opportunities while mitigating potential threats.",2024-08-31T15:25:20.094443 +Nvidia's strong financial performance, coupled with its leadership in AI and gaming, positions it well for future growth. However, the company must navigate competitive pressures, supply chain risks, and evolving market dynamics. By focusing on innovation, strategic partnerships, and sustainability, Nvidia can capitalize on emerging opportunities while mitigating potential threats.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To provide a comprehensive analysis based on Nvidia's 10-K report, we will focus on three key areas: financial performance, risk assessment, and market trends. Subsequently, we will offer actionable strategic recommendations for Nvidia's leadership team. ### Financial Performance @@ -710,7 +710,7 @@ Nvidia's strong financial performance, coupled with its leadership in AI and gam 6. **Explore New Markets**: Investigate opportunities in emerging markets, particularly in regions experiencing rapid digital transformation. Tailoring products and marketing strategies to local needs can unlock new revenue streams. -By implementing these recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on the dynamic market landscape.",2024-08-31T15:25:20.094443 +By implementing these recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on the dynamic market landscape.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To extract the necessary information from Nvidia's 10-K report, we will structure the data into three main sections: Financial Statements, Risk Factors, and Market Analysis. Below is a general outline of how this information can be presented, but please note that specific text and data will depend on the actual content of the 10-K report. ### 1. Financial Statements @@ -768,7 +768,7 @@ By implementing these recommendations, Nvidia can enhance its growth trajectory, - **Supply Chain Management**: Strengthen supply chain resilience to mitigate risks. ### Conclusion -This structured format allows for quick reference and analysis of Nvidia's financial health, risks, and market position. For precise data and text, the actual content from Nvidia's 10-K report would need to be reviewed and extracted accordingly.",2024-08-31T15:25:20.094443 +This structured format allows for quick reference and analysis of Nvidia's financial health, risks, and market position. For precise data and text, the actual content from Nvidia's 10-K report would need to be reviewed and extracted accordingly.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To conduct a comprehensive financial analysis of Nvidia's 10-K report, we will focus on key financial metrics derived from the income statement, balance sheet, and cash flow statement. This analysis will cover revenue growth, profitability, liquidity, and solvency, while also incorporating risk assessment, market trends, and strategic recommendations. ### 1. **Financial Metrics and Trends** @@ -807,7 +807,7 @@ This structured format allows for quick reference and analysis of Nvidia's finan - **Sustainability Initiatives**: Advocate for sustainability initiatives that align with market trends and consumer expectations, potentially enhancing brand reputation. ### Conclusion -A thorough analysis of Nvidia's financial statements reveals strong revenue growth and profitability, supported by solid liquidity and manageable debt levels. However, the company must navigate various market and regulatory risks while capitalizing on emerging trends in AI and gaming. Strategic recommendations focus on diversification, innovation, partnerships, and sustainability to ensure long-term growth and stability.",2024-08-31T15:25:20.094443 +A thorough analysis of Nvidia's financial statements reveals strong revenue growth and profitability, supported by solid liquidity and manageable debt levels. However, the company must navigate various market and regulatory risks while capitalizing on emerging trends in AI and gaming. Strategic recommendations focus on diversification, innovation, partnerships, and sustainability to ensure long-term growth and stability.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","### Executive Summary of Nvidia's Risk Factors Nvidia Corporation, a leading technology company primarily known for its graphics processing units (GPUs), faces a variety of risks that could significantly impact its financial performance. This analysis focuses on the most significant risks identified in Nvidia's 10-K report, categorized into market, operational, regulatory, and competitive risks, along with potential impacts and mitigation strategies. @@ -850,7 +850,7 @@ Nvidia Corporation, a leading technology company primarily known for its graphic ### Conclusion -Nvidia faces a multifaceted risk landscape that could impact its financial performance. By proactively identifying these risks and implementing robust mitigation strategies, the company can enhance its resilience against potential challenges. Continuous monitoring of market trends, regulatory changes, and competitive dynamics will be essential for sustaining growth and maintaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 +Nvidia faces a multifaceted risk landscape that could impact its financial performance. By proactively identifying these risks and implementing robust mitigation strategies, the company can enhance its resilience against potential challenges. Continuous monitoring of market trends, regulatory changes, and competitive dynamics will be essential for sustaining growth and maintaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To analyze Nvidia's market position and strategic outlook based on its 10-K report, we will focus on several key areas: financial performance, risk assessment, market trends, and strategic recommendations. ### Financial Analysis @@ -897,7 +897,7 @@ Nvidia faces a multifaceted risk landscape that could impact its financial perfo ### Conclusion -Nvidia is well-positioned to capitalize on significant opportunities in the semiconductor industry, particularly in AI and gaming. However, it must navigate competitive pressures, supply chain risks, and regulatory challenges. By focusing on innovation, diversifying its product offerings, and enhancing supply chain resilience, Nvidia can continue to thrive in a dynamic market landscape.",2024-08-31T15:25:20.094443 +Nvidia is well-positioned to capitalize on significant opportunities in the semiconductor industry, particularly in AI and gaming. However, it must navigate competitive pressures, supply chain risks, and regulatory challenges. By focusing on innovation, diversifying its product offerings, and enhancing supply chain resilience, Nvidia can continue to thrive in a dynamic market landscape.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To provide a comprehensive analysis based on Nvidia's 10-K report, we will focus on three key areas: financial performance, risk assessment, and market trends. Following this analysis, actionable strategic recommendations will be proposed for Nvidia's leadership team. ### Financial Performance Analysis @@ -944,7 +944,7 @@ Nvidia is well-positioned to capitalize on significant opportunities in the semi 6. **Explore New Markets**: Investigate opportunities in emerging markets, particularly in Asia and Africa, where demand for technology is growing. Tailoring products to meet local needs can drive additional revenue streams. -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage potential risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:25:20.094443 +By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage potential risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:25:20.094443 55582558-c3a0-41a9-ba0e-d4e75264838d,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -3962,7 +3962,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -6980,7 +6980,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -9998,7 +9998,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -13016,7 +13016,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -16034,7 +16034,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -19052,7 +19052,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -22070,7 +22070,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -25088,7 +25088,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -28106,7 +28106,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -31124,7 +31124,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 d578bf9e-0121-4a3f-af79-7664d6f0346f,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -34142,7 +34142,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -37160,7 +37160,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -40178,7 +40178,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -43196,7 +43196,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -46214,7 +46214,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -49232,7 +49232,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -52250,7 +52250,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -55268,7 +55268,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -58286,7 +58286,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -61304,7 +61304,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 50a85b14-a64e-42ac-8764-4ff0cc70aeba,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -62672,7 +62672,7 @@ Section 2(c). 5. **Market Monitoring**: Closely monitor geopolitical developments and market trends to adapt strategies proactively and mitigate potential risks. -This structured format provides a clear overview of Nvidia's financial performance, risk factors, market trends, and strategic recommendations for further analysis.",2024-08-31T15:34:38.481455 +This structured format provides a clear overview of Nvidia's financial performance, risk factors, market trends, and strategic recommendations for further analysis.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -64013,7 +64013,7 @@ Nvidia has demonstrated significant financial growth in its latest reporting per - **Regulatory Compliance Strategy**: Proactively engaging with regulators and adapting to new laws will be crucial in maintaining operational flexibility and avoiding penalties. #### 8. **Conclusion** -Nvidia's financial performance in the latest quarter reflects robust growth driven by its leadership in AI and data center technologies. However, the company must navigate potential risks related to customer concentration, supply chain vulnerabilities, and regulatory challenges. By implementing strategic initiatives to diversify its customer base and enhance supply chain resilience, Nvidia can continue to leverage its market position for sustained growth.",2024-08-31T15:34:38.481455 +Nvidia's financial performance in the latest quarter reflects robust growth driven by its leadership in AI and data center technologies. However, the company must navigate potential risks related to customer concentration, supply chain vulnerabilities, and regulatory challenges. By implementing strategic initiatives to diversify its customer base and enhance supply chain resilience, Nvidia can continue to leverage its market position for sustained growth.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -65347,7 +65347,7 @@ To address these risks, Nvidia can implement the following strategies: ### Conclusion -Nvidia operates in a dynamic and rapidly evolving industry, facing significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives, Nvidia can enhance its resilience and continue to thrive in the competitive landscape of AI and semiconductor technologies.",2024-08-31T15:34:38.481455 +Nvidia operates in a dynamic and rapidly evolving industry, facing significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives, Nvidia can enhance its resilience and continue to thrive in the competitive landscape of AI and semiconductor technologies.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -66696,7 +66696,7 @@ Section 2(c). 5. **Continued R&D Investment**: Maintaining a robust R&D pipeline will ensure Nvidia remains at the forefront of technology innovation, particularly in rapidly evolving fields like AI and autonomous systems. -In conclusion, Nvidia's strong financial performance, combined with its leadership in AI and data centers, positions the company well for future growth. However, it must navigate various risks, including supply chain constraints and regulatory challenges, to sustain its competitive advantage.",2024-08-31T15:34:38.481455 +In conclusion, Nvidia's strong financial performance, combined with its leadership in AI and data centers, positions the company well for future growth. However, it must navigate various risks, including supply chain constraints and regulatory challenges, to sustain its competitive advantage.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -68037,7 +68037,7 @@ Section 2(c). 6. **Monitor Geopolitical Developments**: Establish a dedicated team to monitor geopolitical risks and develop contingency plans to address potential disruptions in key markets. This will help Nvidia remain agile in response to changing global dynamics. -By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 +By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -69382,7 +69382,7 @@ Section 2(c). 3. **Monitor Regulatory Changes**: Stay proactive regarding export regulations and compliance to minimize disruptions. 4. **Diversify Customer Base**: Reduce reliance on a limited number of customers by expanding into new markets and segments to stabilize revenue streams. -This structured data extraction from Nvidia's 10-K report provides a comprehensive overview of financial performance, risk factors, and market trends, along with strategic recommendations for stakeholders.",2024-08-31T15:34:38.481455 +This structured data extraction from Nvidia's 10-K report provides a comprehensive overview of financial performance, risk factors, and market trends, along with strategic recommendations for stakeholders.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -70720,7 +70720,7 @@ Nvidia has demonstrated significant growth in revenue and profitability in the r - **Monitoring Regulatory Changes**: Nvidia should closely monitor regulatory changes, particularly regarding export controls, to adapt its strategies accordingly. ### Conclusion -Nvidia's financial performance reflects strong growth and profitability, driven by its leadership in AI and accelerated computing. However, the company must navigate risks related to customer concentration, supply chain dependencies, and geopolitical tensions. Strategic initiatives focused on diversification, supply chain resilience, and continued innovation will be essential for sustaining growth in the future.",2024-08-31T15:34:38.481455 +Nvidia's financial performance reflects strong growth and profitability, driven by its leadership in AI and accelerated computing. However, the company must navigate risks related to customer concentration, supply chain dependencies, and geopolitical tensions. Strategic initiatives focused on diversification, supply chain resilience, and continued innovation will be essential for sustaining growth in the future.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -72052,7 +72052,7 @@ Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial - Monitoring competitive developments closely and adapting strategies accordingly to maintain market leadership. ### Conclusion -Nvidia's growth trajectory is promising, driven by strong demand for AI and GPU technologies. However, the company must navigate significant risks that could impact its financial performance. By implementing robust risk management strategies, including diversification, supply chain resilience, regulatory compliance, and continuous innovation, Nvidia can mitigate these risks and sustain its competitive advantage in the market.",2024-08-31T15:34:38.481455 +Nvidia's growth trajectory is promising, driven by strong demand for AI and GPU technologies. However, the company must navigate significant risks that could impact its financial performance. By implementing robust risk management strategies, including diversification, supply chain resilience, regulatory compliance, and continuous innovation, Nvidia can mitigate these risks and sustain its competitive advantage in the market.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -73390,7 +73390,7 @@ Section 2(c). 5. **Enhance Customer Relationships**: Strengthening relationships with key customers and partners can help mitigate risks associated with revenue concentration. Offering tailored solutions and support can enhance customer loyalty and drive sales. ### Conclusion -Nvidia's strong financial performance, driven by growth in AI and data center solutions, positions it well for future success. However, the company must navigate various risks, including supply chain vulnerabilities and regulatory challenges. By implementing strategic recommendations focused on diversification, compliance, and innovation, Nvidia can enhance its resilience and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 +Nvidia's strong financial performance, driven by growth in AI and data center solutions, positions it well for future success. However, the company must navigate various risks, including supply chain vulnerabilities and regulatory challenges. By implementing strategic recommendations focused on diversification, compliance, and innovation, Nvidia can enhance its resilience and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -74733,7 +74733,7 @@ Section 2(c). 7. **Sustainability Initiatives**: As global sustainability regulations evolve, Nvidia should enhance its focus on sustainable practices in manufacturing and product development. This can improve brand reputation and align with consumer preferences. -By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 +By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -76096,7 +76096,7 @@ Section 2(c). 4. **Investment in R&D**: Continuing to invest in research and development will be essential to stay ahead in the rapidly evolving landscape of AI and computing technologies. 5. **Monitoring Geopolitical Developments**: Keeping a close watch on geopolitical tensions will help Nvidia navigate potential operational disruptions and market impacts. -This structured format allows for easy analysis and further discussion on Nvidia's financial health, risks, and market positioning.",2024-08-31T15:36:04.112419 +This structured format allows for easy analysis and further discussion on Nvidia's financial health, risks, and market positioning.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -77435,7 +77435,7 @@ Nvidia has shown significant financial growth, highlighted by a substantial incr - **Investment in R&D**: Continue investing in research and development to maintain technological leadership, particularly in AI and data center solutions. ### Conclusion -Nvidia is in a strong financial position characterized by substantial revenue growth, profitability, and liquidity. However, to sustain this growth amid potential risks such as customer concentration and regulatory challenges, it must adopt strategic initiatives focused on diversification, supply chain resilience, regulatory compliance, and continuous innovation.",2024-08-31T15:36:04.112419 +Nvidia is in a strong financial position characterized by substantial revenue growth, profitability, and liquidity. However, to sustain this growth amid potential risks such as customer concentration and regulatory challenges, it must adopt strategic initiatives focused on diversification, supply chain resilience, regulatory compliance, and continuous innovation.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -78772,7 +78772,7 @@ Nvidia Corporation, a leader in graphics processing units (GPUs) and AI computin ### Conclusion -Nvidia operates in a dynamic and competitive environment, facing various risks that could impact its financial performance. By implementing strategic mitigation measures and focusing on innovation and customer diversification, Nvidia can enhance its resilience and sustain its growth trajectory in the rapidly evolving tech landscape.",2024-08-31T15:36:04.112419 +Nvidia operates in a dynamic and competitive environment, facing various risks that could impact its financial performance. By implementing strategic mitigation measures and focusing on innovation and customer diversification, Nvidia can enhance its resilience and sustain its growth trajectory in the rapidly evolving tech landscape.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -80132,7 +80132,7 @@ While Nvidia's financial performance is strong, it faces several risks that coul 5. **Strategic Acquisitions**: - Consider acquiring companies that can complement Nvidia's technology ecosystem, particularly in AI and machine learning. Such strategic moves could enhance product offerings and create synergistic value. -In conclusion, while Nvidia's financial health and market position appear strong, addressing the outlined risks and capitalizing on emerging trends will be essential for sustaining growth and profitability in the coming years.",2024-08-31T15:36:04.112419 +In conclusion, while Nvidia's financial health and market position appear strong, addressing the outlined risks and capitalizing on emerging trends will be essential for sustaining growth and profitability in the coming years.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -81505,7 +81505,7 @@ Section 2(c). 7. **Enhance Sustainability Initiatives**: - Adopt sustainability practices in operations, potentially leading to improved market perception and compliance with future regulations. Consider developing energy-efficient products to meet rising environmental standards. -By implementing these strategies, Nvidia can enhance growth, manage risks more effectively, and capitalize on emerging market opportunities, thereby reinforcing its position as a leader in the technology sector.",2024-08-31T15:36:04.112419 +By implementing these strategies, Nvidia can enhance growth, manage risks more effectively, and capitalize on emerging market opportunities, thereby reinforcing its position as a leader in the technology sector.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -82845,7 +82845,7 @@ Section 2(c). - **Proactively engage in regulatory discussions**: Work with regulators to shape policy frameworks around AI technologies and semiconductor exports. - **Leverage AI technology leadership**: Continue to innovate in generative AI to maintain competitive advantages and capture growing market opportunities. -This structured data extraction provides relevant financial insights, highlights key risks, and outlines strategic opportunities for Nvidia, which can be utilized for further analysis or decision-making.",2024-08-31T15:36:04.112419 +This structured data extraction provides relevant financial insights, highlights key risks, and outlines strategic opportunities for Nvidia, which can be utilized for further analysis or decision-making.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -84188,7 +84188,7 @@ Section 2(c). 4. **Monitor Regulatory Developments**: Proactively engage with regulators to adapt to evolving compliance landscapes and mitigate potential impacts on business operations. 5. **Consider Strategic Alliances**: Forming partnerships or joint ventures with other tech firms could bolster capabilities and market reach, particularly in AI and automotive applications. -In summary, Nvidia’s financial position is robust, characterized by impressive revenue growth and profitability. However, attention to risk management, supply chain resilience, and strategic market positioning will be critical in sustaining this momentum in a competitive and rapidly evolving landscape.",2024-08-31T15:36:04.112419 +In summary, Nvidia’s financial position is robust, characterized by impressive revenue growth and profitability. However, attention to risk management, supply chain resilience, and strategic market positioning will be critical in sustaining this momentum in a competitive and rapidly evolving landscape.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -85528,7 +85528,7 @@ The outlined risks may lead to volatility in Nvidia's stock price, reduced reven ### Conclusion -Nvidia's financial trajectory is promising, particularly with the increasing demand for AI and computing solutions. However, addressing the identified risks through strategic planning and robust operational practices is crucial for sustaining growth and maintaining competitive advantages in a dynamic market landscape.",2024-08-31T15:36:04.112419 +Nvidia's financial trajectory is promising, particularly with the increasing demand for AI and computing solutions. However, addressing the identified risks through strategic planning and robust operational practices is crucial for sustaining growth and maintaining competitive advantages in a dynamic market landscape.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -86859,7 +86859,7 @@ Nvidia's financial performance for the second quarter of fiscal year 2025 shows 4. **Broaden Customer Base**: To reduce revenue concentration risk, Nvidia should target a broader customer base, including smaller enterprises and emerging markets. Developing tailored solutions for diverse customer segments can enhance stability and growth. ### Conclusion -Nvidia's financial report for Q2 FY2025 indicates strong growth, particularly in AI and data center segments, with improving margins and effective cost management. However, challenges such as supply chain dependence and regulatory risks require careful navigation. By focusing on supply chain resilience, regulatory compliance, and broadening its customer base, Nvidia can sustain its growth trajectory and mitigate potential risks.",2024-08-31T15:36:04.112419 +Nvidia's financial report for Q2 FY2025 indicates strong growth, particularly in AI and data center segments, with improving margins and effective cost management. However, challenges such as supply chain dependence and regulatory risks require careful navigation. By focusing on supply chain resilience, regulatory compliance, and broadening its customer base, Nvidia can sustain its growth trajectory and mitigate potential risks.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -88200,4 +88200,4 @@ Section 2(c). 6. **Enhance Product Lifecycle Management**: Implement robust product lifecycle management practices to better predict demand and manage product transitions, reducing the risk of excess inventory and associated costs. -By focusing on these strategic initiatives, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:36:04.112419 +By focusing on these strategic initiatives, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:36:04.112419 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet.csv index 5587870dc..1e3ad8611 100644 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet.csv +++ b/examples/workshops/spreadsheet_workspace/aug_31_workshop/nvidia_10k_analysis_spreadsheet.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To extract the necessary sections from Nvidia's 10-K report, I will outline a structured format that encompasses the Financial Statements, Risk Factors, and Market Analysis. Since I cannot access external PDFs, I'll provide a template you can use for your analysis. Here’s how you would structure the data extraction: ### Nvidia 10-K Report Extraction @@ -54,7 +54,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K re - Implement sustainable practices in operations to align with market trends. ### Conclusion -This structured format allows for a comprehensive analysis of Nvidia's financial health, risk exposure, market dynamics, and strategic positioning. For effective analysis, you would need to fill in the brackets with actual figures and qualitative descriptions from the latest 10-K report.",2024-08-31T15:24:11.672471 +This structured format allows for a comprehensive analysis of Nvidia's financial health, risk exposure, market dynamics, and strategic positioning. For effective analysis, you would need to fill in the brackets with actual figures and qualitative descriptions from the latest 10-K report.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To conduct a comprehensive financial analysis of Nvidia based on its 10-K report, we will focus on key financial metrics, trends, and ratios related to revenue growth, profitability, liquidity, and solvency. Here’s a structured approach to the analysis: ### 1. **Revenue Growth** @@ -93,7 +93,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's - **Cost Management**: Encourage ongoing efforts in cost management to improve margins and profitability, especially in the face of rising operational costs. ### Conclusion -By analyzing Nvidia's financial statements through the lens of revenue growth, profitability, liquidity, and solvency, we can derive insights that inform executive decision-making. The strategic recommendations provided can help Nvidia navigate market challenges and capitalize on growth opportunities in the evolving technology landscape.",2024-08-31T15:24:11.672471 +By analyzing Nvidia's financial statements through the lens of revenue growth, profitability, liquidity, and solvency, we can derive insights that inform executive decision-making. The strategic recommendations provided can help Nvidia navigate market challenges and capitalize on growth opportunities in the evolving technology landscape.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","### Executive Summary of Nvidia's 10-K Risk Factors Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a range of risks that could materially impact its financial performance. This analysis identifies key risk factors categorized into market, operational, regulatory, and competitive risks, along with potential impacts and mitigation strategies. @@ -132,7 +132,7 @@ Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial ### Conclusion -Nvidia's growth prospects are promising, but the company must navigate a complex landscape of risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives—such as diversifying markets, enhancing supply chain resilience, ensuring regulatory compliance, investing in innovation, and managing financial exposures—Nvidia can position itself to sustain its competitive edge and drive long-term growth. Regular monitoring of these risk factors and adapting strategies accordingly will be crucial for maintaining financial health and shareholder value.",2024-08-31T15:24:11.672471 +Nvidia's growth prospects are promising, but the company must navigate a complex landscape of risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives—such as diversifying markets, enhancing supply chain resilience, ensuring regulatory compliance, investing in innovation, and managing financial exposures—Nvidia can position itself to sustain its competitive edge and drive long-term growth. Regular monitoring of these risk factors and adapting strategies accordingly will be crucial for maintaining financial health and shareholder value.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To provide a comprehensive analysis based on Nvidia's 10-K report, we will focus on several key areas: financial performance, risk assessment, market trends, competitive positioning, and strategic recommendations. ### Financial Analysis @@ -187,7 +187,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Market-Trends-Agent,"Analyze Nvidia's 10-K ### Conclusion -Nvidia stands at a pivotal point in the semiconductor industry, with significant opportunities driven by AI, gaming, and data centers. However, it must remain vigilant against competitive pressures, supply chain risks, and regulatory challenges. By leveraging its strengths and addressing potential threats, Nvidia can continue to thrive in a rapidly evolving market.",2024-08-31T15:24:11.672471 +Nvidia stands at a pivotal point in the semiconductor industry, with significant opportunities driven by AI, gaming, and data centers. However, it must remain vigilant against competitive pressures, supply chain risks, and regulatory challenges. By leveraging its strengths and addressing potential threats, Nvidia can continue to thrive in a rapidly evolving market.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To provide a comprehensive analysis based on Nvidia's 10-K report and synthesize actionable strategic recommendations, we can follow a structured approach: ### Financial Performance Analysis @@ -230,7 +230,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nv 7. **Talent Acquisition and Retention**: Invest in attracting and retaining top talent, particularly in engineering and R&D, to sustain innovation and competitiveness in the fast-evolving tech landscape. -By focusing on these strategic recommendations, Nvidia can enhance its growth trajectory, manage associated risks, and capitalize on emerging market opportunities effectively.",2024-08-31T15:24:11.672471 +By focusing on these strategic recommendations, Nvidia can enhance its growth trajectory, manage associated risks, and capitalize on emerging market opportunities effectively.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To extract the necessary information from Nvidia's 10-K report, we will focus on three main sections: Financial Statements, Risk Factors, and Market Analysis. Below is a structured format for the extracted data. ### 1. Financial Statements @@ -283,8 +283,8 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,PDF-Parsing-Agent,"Analyze Nvidia's 10-K re ### Conclusion -This structured format provides a comprehensive overview of Nvidia's financial health, potential risk factors, and market dynamics. Each section can be populated with specific data from the 10-K report for detailed analysis and strategic planning. Please ensure to fill in the placeholders with the actual data extracted from the report for a complete analysis.",2024-08-31T15:24:11.672471 -ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>",,2024-08-31T15:24:11.672471 +This structured format provides a comprehensive overview of Nvidia's financial health, potential risk factors, and market dynamics. Each section can be populated with specific data from the 10-K report for detailed analysis and strategic planning. Please ensure to fill in the placeholders with the actual data extracted from the report for a complete analysis.",2024-08-31T15:24:11.672471 +ca4be7bc-d90f-4d54-ac18-023938f61c49,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>",,2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","### Executive Summary of Risk Factors in Nvidia's 10-K Report Nvidia, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces several significant risks that could impact its financial performance. A thorough review of its 10-K report reveals key risk factors categorized into market, operational, regulatory, and competitive risks. Below is an analysis of these risks along with potential impacts and recommended mitigation strategies. @@ -371,7 +371,7 @@ The tech industry is characterized by rapid innovation, and new entrants can dis ### Conclusion -Nvidia's robust position in the technology sector is accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives and mitigation strategies, Nvidia can enhance its resilience and maintain its competitive edge in a rapidly evolving market. Continuous assessment and adaptation to market conditions will be essential for sustaining growth and profitability.",2024-08-31T15:24:11.672471 +Nvidia's robust position in the technology sector is accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives and mitigation strategies, Nvidia can enhance its resilience and maintain its competitive edge in a rapidly evolving market. Continuous assessment and adaptation to market conditions will be essential for sustaining growth and profitability.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To conduct a comprehensive analysis of Nvidia's 10-K report, we will focus on several key areas: financial performance, risk assessment, market trends, competitive positioning, and strategic recommendations. While I cannot access the specific 10-K report, I can provide a general framework based on typical contents of such reports and known industry trends. ### Financial Analysis @@ -431,7 +431,7 @@ Nvidia's competitive advantages include: 3. **Expand Market Presence**: Pursue strategic acquisitions or partnerships to enter new markets and enhance product offerings. 4. **Focus on Sustainability**: Implement sustainable practices in manufacturing and product development to appeal to environmentally conscious consumers and comply with regulations. -By addressing these areas, Nvidia can strengthen its market position and navigate the challenges and opportunities within the semiconductor industry effectively.",2024-08-31T15:24:11.672471 +By addressing these areas, Nvidia can strengthen its market position and navigate the challenges and opportunities within the semiconductor industry effectively.",2024-08-31T15:24:11.672471 ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2c8de0680>","To provide a comprehensive analysis of Nvidia's financial performance, risks, and market trends based on its 10-K report, we will break down the analysis into three key areas: financial performance, risk assessment, and market trends evaluation. Following this analysis, actionable strategic recommendations will be presented. ### Financial Performance Analysis @@ -478,7 +478,7 @@ ca4be7bc-d90f-4d54-ac18-023938f61c49,Strategic-Recommendations-Agent,"Analyze Nv 6. **Strengthen Customer Relationships**: Enhance customer engagement through tailored solutions and support services, ensuring that Nvidia remains a preferred partner for businesses leveraging AI and high-performance computing. -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on emerging market opportunities, ensuring long-term success in a competitive landscape.",2024-08-31T15:24:11.672471 +By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on emerging market opportunities, ensuring long-term success in a competitive landscape.",2024-08-31T15:24:11.672471 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To extract relevant financial statements, risk factors, and market analysis sections from Nvidia's 10-K report, I will outline the structured format for each of these categories based on the typical content found in a 10-K filing. However, as I don't have direct access to the PDF document, I will provide you with a generic template that you can use to populate with the actual data from Nvidia's report. ### Structured Format for Nvidia's 10-K Report @@ -542,7 +542,7 @@ By implementing these strategic recommendations, Nvidia can enhance its growth t - **Market Penetration Strategies**: [Insert recommendations for market penetration] - **Risk Mitigation Plans**: [Insert recommendations for mitigating identified risks] -Please fill in the brackets with the actual data extracted from Nvidia's 10-K report. Once you have the specific contents, this structured format will help in analyzing the company's financial health, risk profile, and market positioning effectively.",2024-08-31T15:25:20.094443 +Please fill in the brackets with the actual data extracted from Nvidia's 10-K report. Once you have the specific contents, this structured format will help in analyzing the company's financial health, risk profile, and market positioning effectively.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To conduct a comprehensive financial analysis of Nvidia's 10-K report, we will focus on key financial metrics, trends, and ratios related to revenue growth, profitability, liquidity, and solvency. Here’s an overview of the analysis: ### 1. **Revenue Growth** @@ -579,7 +579,7 @@ Please fill in the brackets with the actual data extracted from Nvidia's 10-K re - **Cost Management**: Advise on strategies for managing operating expenses to enhance margins and profitability. ### Conclusion -This analysis provides a framework for understanding Nvidia's financial health and strategic positioning. By focusing on revenue growth, profitability, liquidity, and solvency, alongside risk assessment and market trends, executives can make informed decisions to drive the company’s future success.",2024-08-31T15:25:20.094443 +This analysis provides a framework for understanding Nvidia's financial health and strategic positioning. By focusing on revenue growth, profitability, liquidity, and solvency, alongside risk assessment and market trends, executives can make informed decisions to drive the company’s future success.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","### Executive Summary of Nvidia's Risk Factors Nvidia, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces several significant risks that could impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is an analysis of these risks along with potential impacts and mitigation strategies. @@ -622,7 +622,7 @@ Nvidia, a leader in graphics processing units (GPUs) and artificial intelligence ### Conclusion -Nvidia's growth and profitability are influenced by a complex interplay of market, operational, regulatory, and competitive risks. By proactively identifying these risks and implementing strategic mitigation measures, Nvidia can enhance its resilience against potential adverse impacts. Continuous investment in innovation, diversification of markets, and maintaining strong compliance frameworks will be crucial for sustaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 +Nvidia's growth and profitability are influenced by a complex interplay of market, operational, regulatory, and competitive risks. By proactively identifying these risks and implementing strategic mitigation measures, Nvidia can enhance its resilience against potential adverse impacts. Continuous investment in innovation, diversification of markets, and maintaining strong compliance frameworks will be crucial for sustaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To analyze Nvidia's 10-K report effectively, we will break down the analysis into several key components: financial analysis, risk assessment, market trends evaluation, and strategic recommendations. ### Financial Analysis @@ -669,7 +669,7 @@ Nvidia's growth and profitability are influenced by a complex interplay of marke ### Conclusion -Nvidia's strong financial performance, coupled with its leadership in AI and gaming, positions it well for future growth. However, the company must navigate competitive pressures, supply chain risks, and evolving market dynamics. By focusing on innovation, strategic partnerships, and sustainability, Nvidia can capitalize on emerging opportunities while mitigating potential threats.",2024-08-31T15:25:20.094443 +Nvidia's strong financial performance, coupled with its leadership in AI and gaming, positions it well for future growth. However, the company must navigate competitive pressures, supply chain risks, and evolving market dynamics. By focusing on innovation, strategic partnerships, and sustainability, Nvidia can capitalize on emerging opportunities while mitigating potential threats.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To provide a comprehensive analysis based on Nvidia's 10-K report, we will focus on three key areas: financial performance, risk assessment, and market trends. Subsequently, we will offer actionable strategic recommendations for Nvidia's leadership team. ### Financial Performance @@ -710,7 +710,7 @@ Nvidia's strong financial performance, coupled with its leadership in AI and gam 6. **Explore New Markets**: Investigate opportunities in emerging markets, particularly in regions experiencing rapid digital transformation. Tailoring products and marketing strategies to local needs can unlock new revenue streams. -By implementing these recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on the dynamic market landscape.",2024-08-31T15:25:20.094443 +By implementing these recommendations, Nvidia can enhance its growth trajectory, effectively manage risks, and capitalize on the dynamic market landscape.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To extract the necessary information from Nvidia's 10-K report, we will structure the data into three main sections: Financial Statements, Risk Factors, and Market Analysis. Below is a general outline of how this information can be presented, but please note that specific text and data will depend on the actual content of the 10-K report. ### 1. Financial Statements @@ -768,7 +768,7 @@ By implementing these recommendations, Nvidia can enhance its growth trajectory, - **Supply Chain Management**: Strengthen supply chain resilience to mitigate risks. ### Conclusion -This structured format allows for quick reference and analysis of Nvidia's financial health, risks, and market position. For precise data and text, the actual content from Nvidia's 10-K report would need to be reviewed and extracted accordingly.",2024-08-31T15:25:20.094443 +This structured format allows for quick reference and analysis of Nvidia's financial health, risks, and market position. For precise data and text, the actual content from Nvidia's 10-K report would need to be reviewed and extracted accordingly.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To conduct a comprehensive financial analysis of Nvidia's 10-K report, we will focus on key financial metrics derived from the income statement, balance sheet, and cash flow statement. This analysis will cover revenue growth, profitability, liquidity, and solvency, while also incorporating risk assessment, market trends, and strategic recommendations. ### 1. **Financial Metrics and Trends** @@ -807,7 +807,7 @@ This structured format allows for quick reference and analysis of Nvidia's finan - **Sustainability Initiatives**: Advocate for sustainability initiatives that align with market trends and consumer expectations, potentially enhancing brand reputation. ### Conclusion -A thorough analysis of Nvidia's financial statements reveals strong revenue growth and profitability, supported by solid liquidity and manageable debt levels. However, the company must navigate various market and regulatory risks while capitalizing on emerging trends in AI and gaming. Strategic recommendations focus on diversification, innovation, partnerships, and sustainability to ensure long-term growth and stability.",2024-08-31T15:25:20.094443 +A thorough analysis of Nvidia's financial statements reveals strong revenue growth and profitability, supported by solid liquidity and manageable debt levels. However, the company must navigate various market and regulatory risks while capitalizing on emerging trends in AI and gaming. Strategic recommendations focus on diversification, innovation, partnerships, and sustainability to ensure long-term growth and stability.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","### Executive Summary of Nvidia's Risk Factors Nvidia Corporation, a leading technology company primarily known for its graphics processing units (GPUs), faces a variety of risks that could significantly impact its financial performance. This analysis focuses on the most significant risks identified in Nvidia's 10-K report, categorized into market, operational, regulatory, and competitive risks, along with potential impacts and mitigation strategies. @@ -850,7 +850,7 @@ Nvidia Corporation, a leading technology company primarily known for its graphic ### Conclusion -Nvidia faces a multifaceted risk landscape that could impact its financial performance. By proactively identifying these risks and implementing robust mitigation strategies, the company can enhance its resilience against potential challenges. Continuous monitoring of market trends, regulatory changes, and competitive dynamics will be essential for sustaining growth and maintaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 +Nvidia faces a multifaceted risk landscape that could impact its financial performance. By proactively identifying these risks and implementing robust mitigation strategies, the company can enhance its resilience against potential challenges. Continuous monitoring of market trends, regulatory changes, and competitive dynamics will be essential for sustaining growth and maintaining its leadership position in the technology sector.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To analyze Nvidia's market position and strategic outlook based on its 10-K report, we will focus on several key areas: financial performance, risk assessment, market trends, and strategic recommendations. ### Financial Analysis @@ -897,7 +897,7 @@ Nvidia faces a multifaceted risk landscape that could impact its financial perfo ### Conclusion -Nvidia is well-positioned to capitalize on significant opportunities in the semiconductor industry, particularly in AI and gaming. However, it must navigate competitive pressures, supply chain risks, and regulatory challenges. By focusing on innovation, diversifying its product offerings, and enhancing supply chain resilience, Nvidia can continue to thrive in a dynamic market landscape.",2024-08-31T15:25:20.094443 +Nvidia is well-positioned to capitalize on significant opportunities in the semiconductor industry, particularly in AI and gaming. However, it must navigate competitive pressures, supply chain risks, and regulatory challenges. By focusing on innovation, diversifying its product offerings, and enhancing supply chain resilience, Nvidia can continue to thrive in a dynamic market landscape.",2024-08-31T15:25:20.094443 7051dda9-0e37-40e6-b1d3-c4a124d3d0df,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: .decorator..wrapper at 0x2ca2e44a0>","To provide a comprehensive analysis based on Nvidia's 10-K report, we will focus on three key areas: financial performance, risk assessment, and market trends. Following this analysis, actionable strategic recommendations will be proposed for Nvidia's leadership team. ### Financial Performance Analysis @@ -944,7 +944,7 @@ Nvidia is well-positioned to capitalize on significant opportunities in the semi 6. **Explore New Markets**: Investigate opportunities in emerging markets, particularly in Asia and Africa, where demand for technology is growing. Tailoring products to meet local needs can drive additional revenue streams. -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage potential risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:25:20.094443 +By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage potential risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:25:20.094443 55582558-c3a0-41a9-ba0e-d4e75264838d,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -3962,7 +3962,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -6980,7 +6980,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -9998,7 +9998,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -13016,7 +13016,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -16034,7 +16034,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -19052,7 +19052,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -22070,7 +22070,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -25088,7 +25088,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -28106,7 +28106,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 55582558-c3a0-41a9-ba0e-d4e75264838d,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -31124,7 +31124,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:28:09.922964 d578bf9e-0121-4a3f-af79-7664d6f0346f,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -34142,7 +34142,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -37160,7 +37160,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -40178,7 +40178,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -43196,7 +43196,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -46214,7 +46214,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -49232,7 +49232,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -52250,7 +52250,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -55268,7 +55268,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -58286,7 +58286,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 d578bf9e-0121-4a3f-af79-7664d6f0346f,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: UNITED ST ATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 @@ -61304,7 +61304,7 @@ retained by NVIDIA Corporation and furnished to the Securities and Exchange Comm This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made -before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 +before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.",,2024-08-31T15:31:38.000067 50a85b14-a64e-42ac-8764-4ff0cc70aeba,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -62672,7 +62672,7 @@ Section 2(c). 5. **Market Monitoring**: Closely monitor geopolitical developments and market trends to adapt strategies proactively and mitigate potential risks. -This structured format provides a clear overview of Nvidia's financial performance, risk factors, market trends, and strategic recommendations for further analysis.",2024-08-31T15:34:38.481455 +This structured format provides a clear overview of Nvidia's financial performance, risk factors, market trends, and strategic recommendations for further analysis.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -64013,7 +64013,7 @@ Nvidia has demonstrated significant financial growth in its latest reporting per - **Regulatory Compliance Strategy**: Proactively engaging with regulators and adapting to new laws will be crucial in maintaining operational flexibility and avoiding penalties. #### 8. **Conclusion** -Nvidia's financial performance in the latest quarter reflects robust growth driven by its leadership in AI and data center technologies. However, the company must navigate potential risks related to customer concentration, supply chain vulnerabilities, and regulatory challenges. By implementing strategic initiatives to diversify its customer base and enhance supply chain resilience, Nvidia can continue to leverage its market position for sustained growth.",2024-08-31T15:34:38.481455 +Nvidia's financial performance in the latest quarter reflects robust growth driven by its leadership in AI and data center technologies. However, the company must navigate potential risks related to customer concentration, supply chain vulnerabilities, and regulatory challenges. By implementing strategic initiatives to diversify its customer base and enhance supply chain resilience, Nvidia can continue to leverage its market position for sustained growth.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -65347,7 +65347,7 @@ To address these risks, Nvidia can implement the following strategies: ### Conclusion -Nvidia operates in a dynamic and rapidly evolving industry, facing significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives, Nvidia can enhance its resilience and continue to thrive in the competitive landscape of AI and semiconductor technologies.",2024-08-31T15:34:38.481455 +Nvidia operates in a dynamic and rapidly evolving industry, facing significant risks that could impact its financial performance. By proactively addressing these risks through strategic initiatives, Nvidia can enhance its resilience and continue to thrive in the competitive landscape of AI and semiconductor technologies.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -66696,7 +66696,7 @@ Section 2(c). 5. **Continued R&D Investment**: Maintaining a robust R&D pipeline will ensure Nvidia remains at the forefront of technology innovation, particularly in rapidly evolving fields like AI and autonomous systems. -In conclusion, Nvidia's strong financial performance, combined with its leadership in AI and data centers, positions the company well for future growth. However, it must navigate various risks, including supply chain constraints and regulatory challenges, to sustain its competitive advantage.",2024-08-31T15:34:38.481455 +In conclusion, Nvidia's strong financial performance, combined with its leadership in AI and data centers, positions the company well for future growth. However, it must navigate various risks, including supply chain constraints and regulatory challenges, to sustain its competitive advantage.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -68037,7 +68037,7 @@ Section 2(c). 6. **Monitor Geopolitical Developments**: Establish a dedicated team to monitor geopolitical risks and develop contingency plans to address potential disruptions in key markets. This will help Nvidia remain agile in response to changing global dynamics. -By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 +By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -69382,7 +69382,7 @@ Section 2(c). 3. **Monitor Regulatory Changes**: Stay proactive regarding export regulations and compliance to minimize disruptions. 4. **Diversify Customer Base**: Reduce reliance on a limited number of customers by expanding into new markets and segments to stabilize revenue streams. -This structured data extraction from Nvidia's 10-K report provides a comprehensive overview of financial performance, risk factors, and market trends, along with strategic recommendations for stakeholders.",2024-08-31T15:34:38.481455 +This structured data extraction from Nvidia's 10-K report provides a comprehensive overview of financial performance, risk factors, and market trends, along with strategic recommendations for stakeholders.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -70720,7 +70720,7 @@ Nvidia has demonstrated significant growth in revenue and profitability in the r - **Monitoring Regulatory Changes**: Nvidia should closely monitor regulatory changes, particularly regarding export controls, to adapt its strategies accordingly. ### Conclusion -Nvidia's financial performance reflects strong growth and profitability, driven by its leadership in AI and accelerated computing. However, the company must navigate risks related to customer concentration, supply chain dependencies, and geopolitical tensions. Strategic initiatives focused on diversification, supply chain resilience, and continued innovation will be essential for sustaining growth in the future.",2024-08-31T15:34:38.481455 +Nvidia's financial performance reflects strong growth and profitability, driven by its leadership in AI and accelerated computing. However, the company must navigate risks related to customer concentration, supply chain dependencies, and geopolitical tensions. Strategic initiatives focused on diversification, supply chain resilience, and continued innovation will be essential for sustaining growth in the future.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -72052,7 +72052,7 @@ Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial - Monitoring competitive developments closely and adapting strategies accordingly to maintain market leadership. ### Conclusion -Nvidia's growth trajectory is promising, driven by strong demand for AI and GPU technologies. However, the company must navigate significant risks that could impact its financial performance. By implementing robust risk management strategies, including diversification, supply chain resilience, regulatory compliance, and continuous innovation, Nvidia can mitigate these risks and sustain its competitive advantage in the market.",2024-08-31T15:34:38.481455 +Nvidia's growth trajectory is promising, driven by strong demand for AI and GPU technologies. However, the company must navigate significant risks that could impact its financial performance. By implementing robust risk management strategies, including diversification, supply chain resilience, regulatory compliance, and continuous innovation, Nvidia can mitigate these risks and sustain its competitive advantage in the market.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -73390,7 +73390,7 @@ Section 2(c). 5. **Enhance Customer Relationships**: Strengthening relationships with key customers and partners can help mitigate risks associated with revenue concentration. Offering tailored solutions and support can enhance customer loyalty and drive sales. ### Conclusion -Nvidia's strong financial performance, driven by growth in AI and data center solutions, positions it well for future success. However, the company must navigate various risks, including supply chain vulnerabilities and regulatory challenges. By implementing strategic recommendations focused on diversification, compliance, and innovation, Nvidia can enhance its resilience and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 +Nvidia's strong financial performance, driven by growth in AI and data center solutions, positions it well for future success. However, the company must navigate various risks, including supply chain vulnerabilities and regulatory challenges. By implementing strategic recommendations focused on diversification, compliance, and innovation, Nvidia can enhance its resilience and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 50a85b14-a64e-42ac-8764-4ff0cc70aeba,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -74733,7 +74733,7 @@ Section 2(c). 7. **Sustainability Initiatives**: As global sustainability regulations evolve, Nvidia should enhance its focus on sustainable practices in manufacturing and product development. This can improve brand reputation and align with consumer preferences. -By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 +By implementing these strategies, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:34:38.481455 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -76096,7 +76096,7 @@ Section 2(c). 4. **Investment in R&D**: Continuing to invest in research and development will be essential to stay ahead in the rapidly evolving landscape of AI and computing technologies. 5. **Monitoring Geopolitical Developments**: Keeping a close watch on geopolitical tensions will help Nvidia navigate potential operational disruptions and market impacts. -This structured format allows for easy analysis and further discussion on Nvidia's financial health, risks, and market positioning.",2024-08-31T15:36:04.112419 +This structured format allows for easy analysis and further discussion on Nvidia's financial health, risks, and market positioning.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -77435,7 +77435,7 @@ Nvidia has shown significant financial growth, highlighted by a substantial incr - **Investment in R&D**: Continue investing in research and development to maintain technological leadership, particularly in AI and data center solutions. ### Conclusion -Nvidia is in a strong financial position characterized by substantial revenue growth, profitability, and liquidity. However, to sustain this growth amid potential risks such as customer concentration and regulatory challenges, it must adopt strategic initiatives focused on diversification, supply chain resilience, regulatory compliance, and continuous innovation.",2024-08-31T15:36:04.112419 +Nvidia is in a strong financial position characterized by substantial revenue growth, profitability, and liquidity. However, to sustain this growth amid potential risks such as customer concentration and regulatory challenges, it must adopt strategic initiatives focused on diversification, supply chain resilience, regulatory compliance, and continuous innovation.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -78772,7 +78772,7 @@ Nvidia Corporation, a leader in graphics processing units (GPUs) and AI computin ### Conclusion -Nvidia operates in a dynamic and competitive environment, facing various risks that could impact its financial performance. By implementing strategic mitigation measures and focusing on innovation and customer diversification, Nvidia can enhance its resilience and sustain its growth trajectory in the rapidly evolving tech landscape.",2024-08-31T15:36:04.112419 +Nvidia operates in a dynamic and competitive environment, facing various risks that could impact its financial performance. By implementing strategic mitigation measures and focusing on innovation and customer diversification, Nvidia can enhance its resilience and sustain its growth trajectory in the rapidly evolving tech landscape.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -80132,7 +80132,7 @@ While Nvidia's financial performance is strong, it faces several risks that coul 5. **Strategic Acquisitions**: - Consider acquiring companies that can complement Nvidia's technology ecosystem, particularly in AI and machine learning. Such strategic moves could enhance product offerings and create synergistic value. -In conclusion, while Nvidia's financial health and market position appear strong, addressing the outlined risks and capitalizing on emerging trends will be essential for sustaining growth and profitability in the coming years.",2024-08-31T15:36:04.112419 +In conclusion, while Nvidia's financial health and market position appear strong, addressing the outlined risks and capitalizing on emerging trends will be essential for sustaining growth and profitability in the coming years.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -81505,7 +81505,7 @@ Section 2(c). 7. **Enhance Sustainability Initiatives**: - Adopt sustainability practices in operations, potentially leading to improved market perception and compliance with future regulations. Consider developing energy-efficient products to meet rising environmental standards. -By implementing these strategies, Nvidia can enhance growth, manage risks more effectively, and capitalize on emerging market opportunities, thereby reinforcing its position as a leader in the technology sector.",2024-08-31T15:36:04.112419 +By implementing these strategies, Nvidia can enhance growth, manage risks more effectively, and capitalize on emerging market opportunities, thereby reinforcing its position as a leader in the technology sector.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -82845,7 +82845,7 @@ Section 2(c). - **Proactively engage in regulatory discussions**: Work with regulators to shape policy frameworks around AI technologies and semiconductor exports. - **Leverage AI technology leadership**: Continue to innovate in generative AI to maintain competitive advantages and capture growing market opportunities. -This structured data extraction provides relevant financial insights, highlights key risks, and outlines strategic opportunities for Nvidia, which can be utilized for further analysis or decision-making.",2024-08-31T15:36:04.112419 +This structured data extraction provides relevant financial insights, highlights key risks, and outlines strategic opportunities for Nvidia, which can be utilized for further analysis or decision-making.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -84188,7 +84188,7 @@ Section 2(c). 4. **Monitor Regulatory Developments**: Proactively engage with regulators to adapt to evolving compliance landscapes and mitigate potential impacts on business operations. 5. **Consider Strategic Alliances**: Forming partnerships or joint ventures with other tech firms could bolster capabilities and market reach, particularly in AI and automotive applications. -In summary, Nvidia’s financial position is robust, characterized by impressive revenue growth and profitability. However, attention to risk management, supply chain resilience, and strategic market positioning will be critical in sustaining this momentum in a competitive and rapidly evolving landscape.",2024-08-31T15:36:04.112419 +In summary, Nvidia’s financial position is robust, characterized by impressive revenue growth and profitability. However, attention to risk management, supply chain resilience, and strategic market positioning will be critical in sustaining this momentum in a competitive and rapidly evolving landscape.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -85528,7 +85528,7 @@ The outlined risks may lead to volatility in Nvidia's stock price, reduced reven ### Conclusion -Nvidia's financial trajectory is promising, particularly with the increasing demand for AI and computing solutions. However, addressing the identified risks through strategic planning and robust operational practices is crucial for sustaining growth and maintaining competitive advantages in a dynamic market landscape.",2024-08-31T15:36:04.112419 +Nvidia's financial trajectory is promising, particularly with the increasing demand for AI and computing solutions. However, addressing the identified risks through strategic planning and robust operational practices is crucial for sustaining growth and maintaining competitive advantages in a dynamic market landscape.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -86859,7 +86859,7 @@ Nvidia's financial performance for the second quarter of fiscal year 2025 shows 4. **Broaden Customer Base**: To reduce revenue concentration risk, Nvidia should target a broader customer base, including smaller enterprises and emerging markets. Developing tailored solutions for diverse customer segments can enhance stability and growth. ### Conclusion -Nvidia's financial report for Q2 FY2025 indicates strong growth, particularly in AI and data center segments, with improving margins and effective cost management. However, challenges such as supply chain dependence and regulatory risks require careful navigation. By focusing on supply chain resilience, regulatory compliance, and broadening its customer base, Nvidia can sustain its growth trajectory and mitigate potential risks.",2024-08-31T15:36:04.112419 +Nvidia's financial report for Q2 FY2025 indicates strong growth, particularly in AI and data center segments, with improving margins and effective cost management. However, challenges such as supply chain dependence and regulatory risks require careful navigation. By focusing on supply chain resilience, regulatory compliance, and broadening its customer base, Nvidia can sustain its growth trajectory and mitigate potential risks.",2024-08-31T15:36:04.112419 1f2ddbbf-acc4-4415-8962-00e8e81c3ea0,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. @@ -88200,4 +88200,4 @@ Section 2(c). 6. **Enhance Product Lifecycle Management**: Implement robust product lifecycle management practices to better predict demand and manage product transitions, reducing the risk of excess inventory and associated costs. -By focusing on these strategic initiatives, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:36:04.112419 +By focusing on these strategic initiatives, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities.",2024-08-31T15:36:04.112419 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet 2.csv index a845701cc..8d9ed2910 100644 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet 2.csv +++ b/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet 2.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are some engaging tweet ideas to promote hack nights in Miami Beach for developers, engineers, and tech enthusiasts: --- @@ -69,7 +69,7 @@ f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to pr - Use polls or questions in follow-up tweets to engage the audience further. - Share behind-the-scenes content leading up to the event to build excitement. -Feel free to adjust the dates, locations, and images based on your specific event details!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, locations, and images based on your specific event details!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image Idea:** A vibrant graphic featuring Miami Beach's skyline at night with coding elements (like binary code or circuit patterns) overlayed. @@ -166,7 +166,7 @@ Comment below with your answer! 👇 And don’t forget to join us for our next --- -Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: **Caption:** @@ -245,7 +245,7 @@ Let’s innovate together! 🚀 --- -Feel free to customize the dates, times, venues, and links as needed!",2024-08-31T14:49:26.194911 +Feel free to customize the dates, times, venues, and links as needed!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image:** A vibrant photo of Miami Beach at sunset with a group of developers collaborating on laptops. @@ -326,7 +326,7 @@ Let’s make magic happen together! ✨ --- -Feel free to adjust the dates, times, and links as necessary!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and links as necessary!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are some engaging tweet ideas to promote hack nights in Miami Beach for developers, engineers, and tech enthusiasts. Each tweet includes relevant hashtags and suggested images. --- @@ -402,7 +402,7 @@ f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to pr 3. **Engagement:** Encourage retweets and replies by asking questions or prompting users to tag friends. 4. **Follow-Up:** After the event, share highlights and photos to keep the momentum going. -Feel free to customize the dates, venues, and links as needed!",2024-08-31T14:49:26.194911 +Feel free to customize the dates, venues, and links as needed!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image Idea:** A vibrant graphic featuring a beach sunset with silhouettes of developers working on laptops, overlaid with event details. @@ -491,7 +491,7 @@ Register now and secure your spot! Let’s build, innovate, and have a blast tog --- -Feel free to adjust the dates, times, and any specific details to fit your event!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and any specific details to fit your event!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Caption:** 🚀 Calling all developers, engineers, and tech enthusiasts! Join us for an electrifying Hack Night in Miami Beach! 🌴✨ Whether you're a coding wizard or just starting out, this is the perfect opportunity to collaborate, innovate, and create amazing projects. @@ -567,7 +567,7 @@ Join us for a night of innovation, creativity, and fun! Don’t miss out on this --- -Feel free to customize the date, time, venue, and links as needed! Each post is designed to engage your audience and encourage participation in the hack nights.",2024-08-31T14:49:26.194911 +Feel free to customize the date, time, venue, and links as needed! Each post is designed to engage your audience and encourage participation in the hack nights.",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post Ideas for Hack Nights in Miami Beach #### Post 1: Event Announcement @@ -646,4 +646,4 @@ Who knows? Your project could be the next big thing! - **Stories:** Use Instagram Stories or Facebook Stories to create polls or quizzes related to coding and tech to engage your audience leading up to the event. - **Event Page:** Create a dedicated event page on platforms like Facebook or Eventbrite for easy RSVP and updates. -Feel free to adjust the dates, times, and venues as needed!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and venues as needed!",2024-08-31T14:49:26.194911 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet.csv index a845701cc..8d9ed2910 100644 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet.csv +++ b/examples/workshops/spreadsheet_workspace/aug_31_workshop/social_media_marketing_spreadsheet.csv @@ -1,4 +1,4 @@ -Run ID,Agent Name,Task,Result,Timestamp +Run ID,Agent Name,Task,Result,Timestamp f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are some engaging tweet ideas to promote hack nights in Miami Beach for developers, engineers, and tech enthusiasts: --- @@ -69,7 +69,7 @@ f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to pr - Use polls or questions in follow-up tweets to engage the audience further. - Share behind-the-scenes content leading up to the event to build excitement. -Feel free to adjust the dates, locations, and images based on your specific event details!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, locations, and images based on your specific event details!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image Idea:** A vibrant graphic featuring Miami Beach's skyline at night with coding elements (like binary code or circuit patterns) overlayed. @@ -166,7 +166,7 @@ Comment below with your answer! 👇 And don’t forget to join us for our next --- -Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and locations as needed, and make sure to use high-quality images that resonate with your audience!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: **Caption:** @@ -245,7 +245,7 @@ Let’s innovate together! 🚀 --- -Feel free to customize the dates, times, venues, and links as needed!",2024-08-31T14:49:26.194911 +Feel free to customize the dates, times, venues, and links as needed!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image:** A vibrant photo of Miami Beach at sunset with a group of developers collaborating on laptops. @@ -326,7 +326,7 @@ Let’s make magic happen together! ✨ --- -Feel free to adjust the dates, times, and links as necessary!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and links as necessary!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","Sure! Here are some engaging tweet ideas to promote hack nights in Miami Beach for developers, engineers, and tech enthusiasts. Each tweet includes relevant hashtags and suggested images. --- @@ -402,7 +402,7 @@ f599fe75-c300-4273-88ea-f80ceb381ce3,Twitter-Marketing-Agent,"Create posts to pr 3. **Engagement:** Encourage retweets and replies by asking questions or prompting users to tag friends. 4. **Follow-Up:** After the event, share highlights and photos to keep the momentum going. -Feel free to customize the dates, venues, and links as needed!",2024-08-31T14:49:26.194911 +Feel free to customize the dates, venues, and links as needed!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Instagram-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Image Idea:** A vibrant graphic featuring a beach sunset with silhouettes of developers working on laptops, overlaid with event details. @@ -491,7 +491,7 @@ Register now and secure your spot! Let’s build, innovate, and have a blast tog --- -Feel free to adjust the dates, times, and any specific details to fit your event!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and any specific details to fit your event!",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Facebook-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post 1: Event Announcement **Caption:** 🚀 Calling all developers, engineers, and tech enthusiasts! Join us for an electrifying Hack Night in Miami Beach! 🌴✨ Whether you're a coding wizard or just starting out, this is the perfect opportunity to collaborate, innovate, and create amazing projects. @@ -567,7 +567,7 @@ Join us for a night of innovation, creativity, and fun! Don’t miss out on this --- -Feel free to customize the date, time, venue, and links as needed! Each post is designed to engage your audience and encourage participation in the hack nights.",2024-08-31T14:49:26.194911 +Feel free to customize the date, time, venue, and links as needed! Each post is designed to engage your audience and encourage participation in the hack nights.",2024-08-31T14:49:26.194911 f599fe75-c300-4273-88ea-f80ceb381ce3,Email-Marketing-Agent,"Create posts to promote hack nights in miami beach for developers, engineers, and tech enthusiasts. Include relevant hashtags, images, and engaging captions.","### Post Ideas for Hack Nights in Miami Beach #### Post 1: Event Announcement @@ -646,4 +646,4 @@ Who knows? Your project could be the next big thing! - **Stories:** Use Instagram Stories or Facebook Stories to create polls or quizzes related to coding and tech to engage your audience leading up to the event. - **Event Page:** Create a dedicated event page on platforms like Facebook or Eventbrite for easy RSVP and updates. -Feel free to adjust the dates, times, and venues as needed!",2024-08-31T14:49:26.194911 +Feel free to adjust the dates, times, and venues as needed!",2024-08-31T14:49:26.194911 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e 2.csv deleted file mode 100644 index 13568ee77..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e 2.csv +++ /dev/null @@ -1,6718 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -6336ec14-9593-419d-b4ca-07155b721934,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis: - -### Financial Statements - -#### Results of Operations -**Condensed Consolidated Statements of Income (as a percentage of revenue)** - -| Item | Three Months Ended | Six Months Ended | -|-------------------------------|---------------------|-------------------| -| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 | -| Revenue | 100.0% | 100.0% | 100.0% | 100.0% | -| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% | -| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% | -| Operating Expenses | | | | | -| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% | -| - Sales, General and Admin | 2.8% | 4.7% | 2.9% | 6.1% | -| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% | -| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% | -| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% | -| Net Income | 55.2% | 45.7% | 56.1% | 39.8% | - -#### Revenue by Reportable Segments (in millions) - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| Compute & Networking | $26,446 | 154% | $49,121 | 231% | -| Graphics | $3,594 | 16% | $6,963 | 19% | -| **Total** | **$30,040** | **122%** | **$56,084** | **171%** | - -#### Operating Income by Reportable Segments (in millions) - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| Compute & Networking | $18,848 | 180% | $35,896 | 304% | -| Graphics | $1,369 | 13% | $2,609 | 16% | -| All Other | $(1,575) | 38% | $(2,954) | 34% | -| **Total** | **$18,642** | **174%** | **$35,551** | **298%** | - -### Risk Factors - -1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory. - -2. **Market Demand Volatility**: Changes in customer demand, competing technologies, and economic conditions could lead to significant fluctuations in revenue. - -3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results. - -4. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could harm financial performance. - -5. **Geopolitical Risks**: Tensions involving key markets, such as Taiwan and China, could disrupt supply chains and impact revenue. - -6. **Technological Changes**: Rapid changes in technology and customer requirements may affect product demand and the ability to forecast accurately. - -### Market Analysis - -- **Growth in AI and Data Center Demand**: Nvidia has seen substantial growth in its Data Center segment, driven by demand for AI solutions and accelerated computing. - -- **Geographic Revenue Distribution**: 57% of total revenue for the second quarter of fiscal year 2025 came from sales outside the United States, indicating a strong international market presence. - -- **Investment in R&D**: Increased investment in research and development is expected to continue, reflecting Nvidia's commitment to innovation and product development. - -### Strategic Recommendations - -1. **Diversify Customer Base**: To mitigate risks associated with revenue concentration, Nvidia should seek to diversify its customer base and reduce dependency on a few key customers. - -2. **Enhance Supply Chain Resilience**: Strengthening relationships with suppliers and exploring alternative sourcing options could help mitigate supply chain risks. - -3. **Monitor Regulatory Changes**: Staying ahead of regulatory developments, especially concerning export controls and tariffs, will be crucial for maintaining market access. - -4. **Invest in Emerging Technologies**: Continued investment in AI and machine learning technologies will position Nvidia favorably in a rapidly evolving market. - -5. **Expand Global Presence**: Exploring new markets and expanding operations in regions with high growth potential could enhance revenue streams and reduce geopolitical risks. - -This structured format provides a comprehensive overview of Nvidia's financial performance, risk factors, and market analysis for further analysis and decision-making.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Comprehensive Financial Analysis of Nvidia's 10-K Report - -#### 1. **Revenue Growth** -- **Total Revenue**: Nvidia reported a total revenue of $30.04 billion for the three months ended July 28, 2024, which represents a 122% increase compared to $13.51 billion for the same period in the previous year. For the six months ended July 28, 2024, total revenue was $56.08 billion, up 171% from $20.70 billion in the prior year. -- **Segment Performance**: - - **Compute & Networking**: Revenue surged by 154% year-on-year to $26.45 billion in Q2 FY2025, driven by strong demand for AI and data center solutions. - - **Graphics**: Revenue increased by 16% year-on-year to $3.59 billion in Q2 FY2025, primarily due to higher sales of the GeForce RTX 40 Series GPUs. -- **Geographic Distribution**: 57% of total revenue came from international sales, indicating a strong global presence. - -#### 2. **Profitability** -- **Gross Profit Margin**: Nvidia's gross profit margin improved significantly to 75.1% in Q2 FY2025 from 70.1% in Q2 FY2024. This increase is attributed to the high-margin Data Center revenue growth. -- **Operating Income**: Operating income for Q2 FY2025 was $18.64 billion, a 174% increase from $6.80 billion in Q2 FY2024. The operating margin also improved to 62% from 50.3% year-on-year. -- **Net Income**: The net income margin increased to 55.2% in Q2 FY2025 compared to 45.7% in Q2 FY2024, reflecting strong operational efficiency and revenue growth. - -#### 3. **Liquidity** -- **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, up from $7.28 billion at the beginning of the fiscal year. -- **Marketable Securities**: The company held $26.24 billion in marketable securities, indicating a robust liquidity position with total liquid assets of $34.80 billion. -- **Cash Flow from Operations**: Nvidia generated $29.83 billion in net cash from operating activities in the first half of FY2025, a significant increase from $9.26 billion in the same period last year. - -#### 4. **Solvency** -- **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt due. The company has a manageable debt maturity profile, with $2.25 billion due in one to five years and $3.50 billion due in over ten years. -- **Interest Coverage Ratio**: The interest income of $444 million in Q2 FY2025 compared to interest expense of $61 million indicates a strong interest coverage ratio, suggesting that Nvidia can comfortably meet its interest obligations. -- **Liquidity Ratios**: With a current ratio (current assets/current liabilities) significantly above 1, Nvidia demonstrates strong liquidity, ensuring it can cover short-term liabilities. - -#### 5. **Key Financial Ratios** -- **Gross Margin**: 75.1% (Q2 FY2025) vs. 70.1% (Q2 FY2024) -- **Operating Margin**: 62% (Q2 FY2025) vs. 50.3% (Q2 FY2024) -- **Net Profit Margin**: 55.2% (Q2 FY2025) vs. 45.7% (Q2 FY2024) -- **Return on Equity (ROE)**: Strong growth in net income suggests a high ROE, although specific figures were not provided in the excerpt. - -### Risk Assessment -- **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, which poses a risk if any major customer reduces orders or shifts to competitors. -- **Supply Chain Risks**: Nvidia relies on third-party manufacturers, and any disruptions in the supply chain could impact production and revenue. -- **Regulatory Risks**: Increasing scrutiny from regulators regarding AI technologies and export controls could affect Nvidia's ability to operate in certain markets. - -### Market Trends Evaluation -- **AI and Data Center Growth**: The demand for AI and accelerated computing solutions is driving Nvidia's growth, particularly in the Data Center segment. -- **Gaming Market**: Continued innovation in gaming GPUs remains a critical revenue driver, although competition is intensifying. - -### Strategic Recommendations -1. **Diversification of Customer Base**: Nvidia should work on diversifying its customer base to mitigate risks associated with revenue concentration. -2. **Supply Chain Management**: Strengthening relationships with suppliers and exploring alternative manufacturing options can help reduce supply chain risks. -3. **Investment in R&D**: Continued investment in research and development is crucial to maintain a competitive edge in AI and gaming technologies. -4. **Monitoring Regulatory Changes**: Proactively engaging with regulators and adapting to changes in legislation will be essential to navigate potential market restrictions. - -### Conclusion -Nvidia's financial performance reflects strong revenue growth, improved profitability, and robust liquidity. However, the company must remain vigilant regarding risks associated with customer concentration, supply chain dependencies, and regulatory scrutiny as it continues to capitalize on the growing demand for AI and gaming technologies.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Executive Summary of Risk Factors for Nvidia - -Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a comprehensive analysis of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies. - -#### 1. Market Risks -- **Demand Fluctuations**: Nvidia's revenue is highly dependent on demand for its products, particularly in the gaming and data center markets. Fluctuations in demand due to economic conditions, technological changes, or shifts in consumer preferences can lead to significant revenue volatility. - - **Impact**: Overestimating demand can result in excess inventory and price reductions, while underestimating can lead to supply shortages and lost sales. - - **Mitigation**: Implementing robust demand forecasting models and maintaining flexible supply agreements can help align production with actual market demand. - -- **Concentration of Revenue**: A significant portion of Nvidia's revenue comes from a limited number of customers. For instance, certain customers accounted for over 10% of total revenue. - - **Impact**: Loss of any major customer could lead to substantial revenue declines. - - **Mitigation**: Diversifying the customer base and expanding into new markets can reduce reliance on a few key customers. - -#### 2. Operational Risks -- **Supply Chain Disruptions**: Nvidia relies on third-party manufacturers for its products, which exposes it to risks related to supply chain disruptions, including component shortages and long lead times. - - **Impact**: Disruptions can lead to production delays, increased costs, and inability to meet customer demand. - - **Mitigation**: Establishing long-term supply agreements, diversifying suppliers, and increasing inventory levels of critical components can help mitigate these risks. - -- **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product updates and transitions, which can be complex and costly. - - **Impact**: Poor execution during transitions can lead to inventory write-downs and lost market share. - - **Mitigation**: Careful planning and phased rollouts of new products can help manage transitions more effectively. - -#### 3. Regulatory Risks -- **Compliance with Laws and Regulations**: Nvidia operates in a highly regulated environment, facing laws related to intellectual property, export controls, and data privacy. - - **Impact**: Non-compliance can result in fines, legal penalties, and reputational damage. - - **Mitigation**: Investing in compliance programs and legal resources to ensure adherence to applicable laws can help mitigate this risk. - -- **Export Controls and Geopolitical Tensions**: Increasing geopolitical tensions, particularly involving China and Taiwan, could lead to stricter export controls on semiconductor technologies. - - **Impact**: Such controls could limit Nvidia's ability to sell products in key markets, impacting revenue. - - **Mitigation**: Engaging in proactive dialogue with regulators and diversifying market presence can help navigate these challenges. - -#### 4. Competitive Risks -- **Intense Competition**: The semiconductor industry is characterized by rapid technological advancements and intense competition from other firms, including AMD and Intel. - - **Impact**: Failure to innovate or respond to competitive pressures can lead to loss of market share and reduced profitability. - - **Mitigation**: Continued investment in research and development (R&D) and strategic partnerships can enhance Nvidia's competitive position. - -- **Emerging Technologies**: The rise of alternative computing technologies, such as quantum computing, poses a potential threat to Nvidia's traditional GPU business. - - **Impact**: Disruption from new technologies could render Nvidia's products less relevant. - - **Mitigation**: Diversifying product offerings and investing in emerging technologies can help Nvidia stay ahead of potential disruptions. - -### Conclusion -Nvidia faces a multifaceted risk landscape that could significantly impact its financial performance. By proactively addressing these risks through strategic planning, diversification, and compliance efforts, Nvidia can enhance its resilience and maintain its leadership position in the semiconductor industry. Continuous monitoring of market trends and regulatory developments will be essential to navigate the evolving challenges ahead.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Comprehensive Financial Analysis and Market Insights for Nvidia - -#### Financial Performance Overview -Nvidia's recent financial performance indicates robust growth across its business segments, particularly in Compute & Networking, which saw a staggering 154% year-on-year revenue increase in the second quarter of fiscal year 2025. This growth is primarily driven by the demand for AI solutions and accelerated computing, particularly through the Hopper GPU architecture. The Graphics segment also experienced a healthy 16% growth, attributed to increased sales of the GeForce RTX 40 Series GPUs. - -**Key Financial Metrics:** -- **Revenue Growth:** Total revenue increased by 122% year-on-year for the second quarter, reaching $30.04 billion. -- **Gross Margin:** Improved to 75.1% from 70.1% year-on-year, reflecting operational efficiencies and strong demand. -- **Operating Income:** Increased significantly, with operating income rising to 62% of revenue, up from 50.3% in the previous year. -- **R&D Investment:** Research and development expenses increased by 51%, indicating a strong commitment to innovation, particularly in AI and accelerated computing technologies. - -#### Risk Assessment -Nvidia faces several risks that could impact its future performance: - -1. **Supply Chain Vulnerabilities:** Long manufacturing lead times and reliance on third-party manufacturers expose Nvidia to risks of supply shortages or excess inventory, particularly in a volatile semiconductor market. -2. **Geopolitical Tensions:** Ongoing geopolitical issues, especially concerning Taiwan and China, could disrupt supply chains and affect market access. -3. **Regulatory Risks:** Increasing scrutiny from regulators regarding AI technologies and export controls could limit Nvidia's ability to operate in certain markets or with specific technologies. -4. **Market Competition:** The rapid pace of technological advancement in the semiconductor industry means that Nvidia must continuously innovate to maintain its competitive edge against rivals. - -#### Market Trends -The semiconductor industry is currently experiencing several key trends that present both opportunities and challenges for Nvidia: - -1. **AI and Machine Learning Demand:** The surge in demand for AI applications, particularly generative AI, is driving significant growth in the data center segment. Nvidia's leadership in GPU technology positions it well to capitalize on this trend. -2. **Automotive Sector Growth:** Nvidia's automotive revenue is on the rise, with a 37% increase year-on-year, driven by advancements in autonomous vehicle technology and partnerships with major automotive manufacturers. -3. **Shift to Cloud Computing:** The increasing shift towards cloud-based solutions and services is creating new opportunities for Nvidia's data center products, particularly in AI and machine learning applications. - -#### Strategic Recommendations -Based on the analysis of Nvidia's financial performance, market trends, and risks, the following strategic recommendations are proposed: - -1. **Enhance Supply Chain Resilience:** Nvidia should invest in diversifying its supply chain and establishing long-term partnerships with multiple suppliers to mitigate risks associated with supply shortages and geopolitical tensions. -2. **Focus on AI Innovation:** Continued investment in R&D for AI technologies is crucial. Nvidia should leverage its existing technologies to develop new AI solutions that cater to emerging market needs. -3. **Expand Automotive Partnerships:** Strengthening partnerships with automotive manufacturers and investing in autonomous vehicle technologies can help Nvidia capture a larger share of the growing automotive market. -4. **Monitor Regulatory Developments:** Nvidia should proactively engage with regulators and adapt its strategies to comply with new regulations, particularly those related to AI and export controls, to minimize disruptions to its business operations. - -#### Conclusion -Nvidia is well-positioned to capitalize on the growing demand for AI and accelerated computing solutions, evidenced by its strong financial performance and market leadership. However, it must navigate significant risks and challenges, particularly in supply chain management and regulatory compliance. By focusing on innovation, strategic partnerships, and operational resilience, Nvidia can continue to thrive in the competitive semiconductor landscape.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Comprehensive Analysis of Nvidia's 10-K Report - -#### Financial Performance -1. **Revenue Growth**: Nvidia reported a significant increase in revenue, with a 122% year-over-year growth in the second quarter of fiscal year 2025, driven primarily by the Compute & Networking segment, which saw a staggering 154% increase. This growth is largely attributed to the rising demand for AI solutions and data center computing. - -2. **Gross Profit and Margin**: The gross profit margin improved to 75.1% for the second quarter, up from 70.1% a year ago, indicating effective cost management and strong pricing power in the market. - -3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently alongside revenue growth. - -4. **Cash Flow and Liquidity**: Nvidia's cash and cash equivalents increased to $8.56 billion, with total cash, cash equivalents, and marketable securities reaching $34.8 billion. This strong liquidity position provides a buffer for future investments and operational needs. - -5. **Shareholder Returns**: The company has been active in returning capital to shareholders through dividends and share repurchases, with a significant increase in the share repurchase authorization to $53.9 billion. - -#### Risk Assessment -1. **Supply Chain Risks**: Nvidia faces risks related to long manufacturing lead times and uncertain supply availability, which could lead to mismatches between supply and demand. This is particularly critical given the rapid pace of technological change and product transitions in the semiconductor industry. - -2. **Concentration of Revenue**: A significant portion of Nvidia's revenue comes from a limited number of customers, which poses a risk if any of these customers reduce their orders or switch to competitors. - -3. **Geopolitical Risks**: The ongoing geopolitical tensions, particularly involving China and Taiwan, could impact Nvidia's supply chain and market access, especially with the increasing focus on export controls and trade restrictions. - -4. **Regulatory Risks**: Nvidia is subject to various laws and regulations that could impose additional compliance costs or operational restrictions, particularly in the context of AI technologies and data privacy. - -5. **Market Volatility**: The demand for Nvidia's products can be volatile, influenced by factors such as cryptocurrency trends, gaming regulations, and the broader economic environment. - -#### Market Trends Evaluation -1. **AI and Data Center Demand**: The surge in demand for AI applications and data center solutions is a key driver for Nvidia's growth. The company is well-positioned to capitalize on this trend with its advanced GPU architectures and AI frameworks. - -2. **Automotive Sector Growth**: Nvidia's automotive revenue is on the rise, reflecting the increasing adoption of AI in autonomous vehicle development. This segment is expected to continue growing as more manufacturers integrate AI technologies into their vehicles. - -3. **Gaming Market Dynamics**: The gaming industry remains a strong market for Nvidia, with the GeForce RTX 40 Series GPUs driving sales. However, regulatory changes in key markets like China could impact future growth. - -4. **Competitive Landscape**: Nvidia faces competition from other semiconductor manufacturers and emerging technologies. Continuous innovation and maintaining a technological edge will be crucial for sustaining market leadership. - -### Strategic Recommendations -1. **Diversify Customer Base**: To mitigate risks associated with revenue concentration, Nvidia should focus on diversifying its customer base by expanding partnerships with smaller enterprises and exploring new market segments. - -2. **Strengthen Supply Chain Resilience**: Nvidia should invest in building a more resilient supply chain by establishing long-term agreements with multiple suppliers and exploring vertical integration opportunities to secure critical components. - -3. **Enhance R&D Investments**: Continued investment in research and development is essential to maintain technological leadership, particularly in AI and data center solutions. Nvidia should prioritize innovations that address emerging market needs and customer demands. - -4. **Expand into Emerging Markets**: Nvidia should explore opportunities in emerging markets where AI adoption is growing. Tailoring products and marketing strategies to local needs could unlock new revenue streams. - -5. **Proactive Regulatory Engagement**: Nvidia should engage proactively with regulators to shape policies that impact the semiconductor and AI industries. This could involve participating in industry coalitions and advocating for favorable regulations. - -6. **Focus on Sustainable Practices**: As sustainability becomes increasingly important, Nvidia should enhance its focus on environmentally friendly practices in its operations and product offerings, which could improve brand reputation and customer loyalty. - -7. **Leverage Strategic Acquisitions**: Nvidia should consider strategic acquisitions that complement its existing capabilities, particularly in AI and data analytics, to enhance its product portfolio and market reach. - -By implementing these recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on the evolving market landscape.",2024-08-31T15:38:20.595700 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e.csv deleted file mode 100644 index 13568ee77..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e.csv +++ /dev/null @@ -1,6718 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -6336ec14-9593-419d-b4ca-07155b721934,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis: - -### Financial Statements - -#### Results of Operations -**Condensed Consolidated Statements of Income (as a percentage of revenue)** - -| Item | Three Months Ended | Six Months Ended | -|-------------------------------|---------------------|-------------------| -| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 | -| Revenue | 100.0% | 100.0% | 100.0% | 100.0% | -| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% | -| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% | -| Operating Expenses | | | | | -| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% | -| - Sales, General and Admin | 2.8% | 4.7% | 2.9% | 6.1% | -| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% | -| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% | -| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% | -| Net Income | 55.2% | 45.7% | 56.1% | 39.8% | - -#### Revenue by Reportable Segments (in millions) - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| Compute & Networking | $26,446 | 154% | $49,121 | 231% | -| Graphics | $3,594 | 16% | $6,963 | 19% | -| **Total** | **$30,040** | **122%** | **$56,084** | **171%** | - -#### Operating Income by Reportable Segments (in millions) - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| Compute & Networking | $18,848 | 180% | $35,896 | 304% | -| Graphics | $1,369 | 13% | $2,609 | 16% | -| All Other | $(1,575) | 38% | $(2,954) | 34% | -| **Total** | **$18,642** | **174%** | **$35,551** | **298%** | - -### Risk Factors - -1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory. - -2. **Market Demand Volatility**: Changes in customer demand, competing technologies, and economic conditions could lead to significant fluctuations in revenue. - -3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results. - -4. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could harm financial performance. - -5. **Geopolitical Risks**: Tensions involving key markets, such as Taiwan and China, could disrupt supply chains and impact revenue. - -6. **Technological Changes**: Rapid changes in technology and customer requirements may affect product demand and the ability to forecast accurately. - -### Market Analysis - -- **Growth in AI and Data Center Demand**: Nvidia has seen substantial growth in its Data Center segment, driven by demand for AI solutions and accelerated computing. - -- **Geographic Revenue Distribution**: 57% of total revenue for the second quarter of fiscal year 2025 came from sales outside the United States, indicating a strong international market presence. - -- **Investment in R&D**: Increased investment in research and development is expected to continue, reflecting Nvidia's commitment to innovation and product development. - -### Strategic Recommendations - -1. **Diversify Customer Base**: To mitigate risks associated with revenue concentration, Nvidia should seek to diversify its customer base and reduce dependency on a few key customers. - -2. **Enhance Supply Chain Resilience**: Strengthening relationships with suppliers and exploring alternative sourcing options could help mitigate supply chain risks. - -3. **Monitor Regulatory Changes**: Staying ahead of regulatory developments, especially concerning export controls and tariffs, will be crucial for maintaining market access. - -4. **Invest in Emerging Technologies**: Continued investment in AI and machine learning technologies will position Nvidia favorably in a rapidly evolving market. - -5. **Expand Global Presence**: Exploring new markets and expanding operations in regions with high growth potential could enhance revenue streams and reduce geopolitical risks. - -This structured format provides a comprehensive overview of Nvidia's financial performance, risk factors, and market analysis for further analysis and decision-making.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Comprehensive Financial Analysis of Nvidia's 10-K Report - -#### 1. **Revenue Growth** -- **Total Revenue**: Nvidia reported a total revenue of $30.04 billion for the three months ended July 28, 2024, which represents a 122% increase compared to $13.51 billion for the same period in the previous year. For the six months ended July 28, 2024, total revenue was $56.08 billion, up 171% from $20.70 billion in the prior year. -- **Segment Performance**: - - **Compute & Networking**: Revenue surged by 154% year-on-year to $26.45 billion in Q2 FY2025, driven by strong demand for AI and data center solutions. - - **Graphics**: Revenue increased by 16% year-on-year to $3.59 billion in Q2 FY2025, primarily due to higher sales of the GeForce RTX 40 Series GPUs. -- **Geographic Distribution**: 57% of total revenue came from international sales, indicating a strong global presence. - -#### 2. **Profitability** -- **Gross Profit Margin**: Nvidia's gross profit margin improved significantly to 75.1% in Q2 FY2025 from 70.1% in Q2 FY2024. This increase is attributed to the high-margin Data Center revenue growth. -- **Operating Income**: Operating income for Q2 FY2025 was $18.64 billion, a 174% increase from $6.80 billion in Q2 FY2024. The operating margin also improved to 62% from 50.3% year-on-year. -- **Net Income**: The net income margin increased to 55.2% in Q2 FY2025 compared to 45.7% in Q2 FY2024, reflecting strong operational efficiency and revenue growth. - -#### 3. **Liquidity** -- **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, up from $7.28 billion at the beginning of the fiscal year. -- **Marketable Securities**: The company held $26.24 billion in marketable securities, indicating a robust liquidity position with total liquid assets of $34.80 billion. -- **Cash Flow from Operations**: Nvidia generated $29.83 billion in net cash from operating activities in the first half of FY2025, a significant increase from $9.26 billion in the same period last year. - -#### 4. **Solvency** -- **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt due. The company has a manageable debt maturity profile, with $2.25 billion due in one to five years and $3.50 billion due in over ten years. -- **Interest Coverage Ratio**: The interest income of $444 million in Q2 FY2025 compared to interest expense of $61 million indicates a strong interest coverage ratio, suggesting that Nvidia can comfortably meet its interest obligations. -- **Liquidity Ratios**: With a current ratio (current assets/current liabilities) significantly above 1, Nvidia demonstrates strong liquidity, ensuring it can cover short-term liabilities. - -#### 5. **Key Financial Ratios** -- **Gross Margin**: 75.1% (Q2 FY2025) vs. 70.1% (Q2 FY2024) -- **Operating Margin**: 62% (Q2 FY2025) vs. 50.3% (Q2 FY2024) -- **Net Profit Margin**: 55.2% (Q2 FY2025) vs. 45.7% (Q2 FY2024) -- **Return on Equity (ROE)**: Strong growth in net income suggests a high ROE, although specific figures were not provided in the excerpt. - -### Risk Assessment -- **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, which poses a risk if any major customer reduces orders or shifts to competitors. -- **Supply Chain Risks**: Nvidia relies on third-party manufacturers, and any disruptions in the supply chain could impact production and revenue. -- **Regulatory Risks**: Increasing scrutiny from regulators regarding AI technologies and export controls could affect Nvidia's ability to operate in certain markets. - -### Market Trends Evaluation -- **AI and Data Center Growth**: The demand for AI and accelerated computing solutions is driving Nvidia's growth, particularly in the Data Center segment. -- **Gaming Market**: Continued innovation in gaming GPUs remains a critical revenue driver, although competition is intensifying. - -### Strategic Recommendations -1. **Diversification of Customer Base**: Nvidia should work on diversifying its customer base to mitigate risks associated with revenue concentration. -2. **Supply Chain Management**: Strengthening relationships with suppliers and exploring alternative manufacturing options can help reduce supply chain risks. -3. **Investment in R&D**: Continued investment in research and development is crucial to maintain a competitive edge in AI and gaming technologies. -4. **Monitoring Regulatory Changes**: Proactively engaging with regulators and adapting to changes in legislation will be essential to navigate potential market restrictions. - -### Conclusion -Nvidia's financial performance reflects strong revenue growth, improved profitability, and robust liquidity. However, the company must remain vigilant regarding risks associated with customer concentration, supply chain dependencies, and regulatory scrutiny as it continues to capitalize on the growing demand for AI and gaming technologies.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Executive Summary of Risk Factors for Nvidia - -Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a comprehensive analysis of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies. - -#### 1. Market Risks -- **Demand Fluctuations**: Nvidia's revenue is highly dependent on demand for its products, particularly in the gaming and data center markets. Fluctuations in demand due to economic conditions, technological changes, or shifts in consumer preferences can lead to significant revenue volatility. - - **Impact**: Overestimating demand can result in excess inventory and price reductions, while underestimating can lead to supply shortages and lost sales. - - **Mitigation**: Implementing robust demand forecasting models and maintaining flexible supply agreements can help align production with actual market demand. - -- **Concentration of Revenue**: A significant portion of Nvidia's revenue comes from a limited number of customers. For instance, certain customers accounted for over 10% of total revenue. - - **Impact**: Loss of any major customer could lead to substantial revenue declines. - - **Mitigation**: Diversifying the customer base and expanding into new markets can reduce reliance on a few key customers. - -#### 2. Operational Risks -- **Supply Chain Disruptions**: Nvidia relies on third-party manufacturers for its products, which exposes it to risks related to supply chain disruptions, including component shortages and long lead times. - - **Impact**: Disruptions can lead to production delays, increased costs, and inability to meet customer demand. - - **Mitigation**: Establishing long-term supply agreements, diversifying suppliers, and increasing inventory levels of critical components can help mitigate these risks. - -- **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product updates and transitions, which can be complex and costly. - - **Impact**: Poor execution during transitions can lead to inventory write-downs and lost market share. - - **Mitigation**: Careful planning and phased rollouts of new products can help manage transitions more effectively. - -#### 3. Regulatory Risks -- **Compliance with Laws and Regulations**: Nvidia operates in a highly regulated environment, facing laws related to intellectual property, export controls, and data privacy. - - **Impact**: Non-compliance can result in fines, legal penalties, and reputational damage. - - **Mitigation**: Investing in compliance programs and legal resources to ensure adherence to applicable laws can help mitigate this risk. - -- **Export Controls and Geopolitical Tensions**: Increasing geopolitical tensions, particularly involving China and Taiwan, could lead to stricter export controls on semiconductor technologies. - - **Impact**: Such controls could limit Nvidia's ability to sell products in key markets, impacting revenue. - - **Mitigation**: Engaging in proactive dialogue with regulators and diversifying market presence can help navigate these challenges. - -#### 4. Competitive Risks -- **Intense Competition**: The semiconductor industry is characterized by rapid technological advancements and intense competition from other firms, including AMD and Intel. - - **Impact**: Failure to innovate or respond to competitive pressures can lead to loss of market share and reduced profitability. - - **Mitigation**: Continued investment in research and development (R&D) and strategic partnerships can enhance Nvidia's competitive position. - -- **Emerging Technologies**: The rise of alternative computing technologies, such as quantum computing, poses a potential threat to Nvidia's traditional GPU business. - - **Impact**: Disruption from new technologies could render Nvidia's products less relevant. - - **Mitigation**: Diversifying product offerings and investing in emerging technologies can help Nvidia stay ahead of potential disruptions. - -### Conclusion -Nvidia faces a multifaceted risk landscape that could significantly impact its financial performance. By proactively addressing these risks through strategic planning, diversification, and compliance efforts, Nvidia can enhance its resilience and maintain its leadership position in the semiconductor industry. Continuous monitoring of market trends and regulatory developments will be essential to navigate the evolving challenges ahead.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Market-Trends-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Comprehensive Financial Analysis and Market Insights for Nvidia - -#### Financial Performance Overview -Nvidia's recent financial performance indicates robust growth across its business segments, particularly in Compute & Networking, which saw a staggering 154% year-on-year revenue increase in the second quarter of fiscal year 2025. This growth is primarily driven by the demand for AI solutions and accelerated computing, particularly through the Hopper GPU architecture. The Graphics segment also experienced a healthy 16% growth, attributed to increased sales of the GeForce RTX 40 Series GPUs. - -**Key Financial Metrics:** -- **Revenue Growth:** Total revenue increased by 122% year-on-year for the second quarter, reaching $30.04 billion. -- **Gross Margin:** Improved to 75.1% from 70.1% year-on-year, reflecting operational efficiencies and strong demand. -- **Operating Income:** Increased significantly, with operating income rising to 62% of revenue, up from 50.3% in the previous year. -- **R&D Investment:** Research and development expenses increased by 51%, indicating a strong commitment to innovation, particularly in AI and accelerated computing technologies. - -#### Risk Assessment -Nvidia faces several risks that could impact its future performance: - -1. **Supply Chain Vulnerabilities:** Long manufacturing lead times and reliance on third-party manufacturers expose Nvidia to risks of supply shortages or excess inventory, particularly in a volatile semiconductor market. -2. **Geopolitical Tensions:** Ongoing geopolitical issues, especially concerning Taiwan and China, could disrupt supply chains and affect market access. -3. **Regulatory Risks:** Increasing scrutiny from regulators regarding AI technologies and export controls could limit Nvidia's ability to operate in certain markets or with specific technologies. -4. **Market Competition:** The rapid pace of technological advancement in the semiconductor industry means that Nvidia must continuously innovate to maintain its competitive edge against rivals. - -#### Market Trends -The semiconductor industry is currently experiencing several key trends that present both opportunities and challenges for Nvidia: - -1. **AI and Machine Learning Demand:** The surge in demand for AI applications, particularly generative AI, is driving significant growth in the data center segment. Nvidia's leadership in GPU technology positions it well to capitalize on this trend. -2. **Automotive Sector Growth:** Nvidia's automotive revenue is on the rise, with a 37% increase year-on-year, driven by advancements in autonomous vehicle technology and partnerships with major automotive manufacturers. -3. **Shift to Cloud Computing:** The increasing shift towards cloud-based solutions and services is creating new opportunities for Nvidia's data center products, particularly in AI and machine learning applications. - -#### Strategic Recommendations -Based on the analysis of Nvidia's financial performance, market trends, and risks, the following strategic recommendations are proposed: - -1. **Enhance Supply Chain Resilience:** Nvidia should invest in diversifying its supply chain and establishing long-term partnerships with multiple suppliers to mitigate risks associated with supply shortages and geopolitical tensions. -2. **Focus on AI Innovation:** Continued investment in R&D for AI technologies is crucial. Nvidia should leverage its existing technologies to develop new AI solutions that cater to emerging market needs. -3. **Expand Automotive Partnerships:** Strengthening partnerships with automotive manufacturers and investing in autonomous vehicle technologies can help Nvidia capture a larger share of the growing automotive market. -4. **Monitor Regulatory Developments:** Nvidia should proactively engage with regulators and adapt its strategies to comply with new regulations, particularly those related to AI and export controls, to minimize disruptions to its business operations. - -#### Conclusion -Nvidia is well-positioned to capitalize on the growing demand for AI and accelerated computing solutions, evidenced by its strong financial performance and market leadership. However, it must navigate significant risks and challenges, particularly in supply chain management and regulatory compliance. By focusing on innovation, strategic partnerships, and operational resilience, Nvidia can continue to thrive in the competitive semiconductor landscape.",2024-08-31T15:38:20.595700 -6336ec14-9593-419d-b4ca-07155b721934,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report to provide a comprehensive financial analysis, risk assessment, market trends evaluation, and strategic recommendations.: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Comprehensive Analysis of Nvidia's 10-K Report - -#### Financial Performance -1. **Revenue Growth**: Nvidia reported a significant increase in revenue, with a 122% year-over-year growth in the second quarter of fiscal year 2025, driven primarily by the Compute & Networking segment, which saw a staggering 154% increase. This growth is largely attributed to the rising demand for AI solutions and data center computing. - -2. **Gross Profit and Margin**: The gross profit margin improved to 75.1% for the second quarter, up from 70.1% a year ago, indicating effective cost management and strong pricing power in the market. - -3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently alongside revenue growth. - -4. **Cash Flow and Liquidity**: Nvidia's cash and cash equivalents increased to $8.56 billion, with total cash, cash equivalents, and marketable securities reaching $34.8 billion. This strong liquidity position provides a buffer for future investments and operational needs. - -5. **Shareholder Returns**: The company has been active in returning capital to shareholders through dividends and share repurchases, with a significant increase in the share repurchase authorization to $53.9 billion. - -#### Risk Assessment -1. **Supply Chain Risks**: Nvidia faces risks related to long manufacturing lead times and uncertain supply availability, which could lead to mismatches between supply and demand. This is particularly critical given the rapid pace of technological change and product transitions in the semiconductor industry. - -2. **Concentration of Revenue**: A significant portion of Nvidia's revenue comes from a limited number of customers, which poses a risk if any of these customers reduce their orders or switch to competitors. - -3. **Geopolitical Risks**: The ongoing geopolitical tensions, particularly involving China and Taiwan, could impact Nvidia's supply chain and market access, especially with the increasing focus on export controls and trade restrictions. - -4. **Regulatory Risks**: Nvidia is subject to various laws and regulations that could impose additional compliance costs or operational restrictions, particularly in the context of AI technologies and data privacy. - -5. **Market Volatility**: The demand for Nvidia's products can be volatile, influenced by factors such as cryptocurrency trends, gaming regulations, and the broader economic environment. - -#### Market Trends Evaluation -1. **AI and Data Center Demand**: The surge in demand for AI applications and data center solutions is a key driver for Nvidia's growth. The company is well-positioned to capitalize on this trend with its advanced GPU architectures and AI frameworks. - -2. **Automotive Sector Growth**: Nvidia's automotive revenue is on the rise, reflecting the increasing adoption of AI in autonomous vehicle development. This segment is expected to continue growing as more manufacturers integrate AI technologies into their vehicles. - -3. **Gaming Market Dynamics**: The gaming industry remains a strong market for Nvidia, with the GeForce RTX 40 Series GPUs driving sales. However, regulatory changes in key markets like China could impact future growth. - -4. **Competitive Landscape**: Nvidia faces competition from other semiconductor manufacturers and emerging technologies. Continuous innovation and maintaining a technological edge will be crucial for sustaining market leadership. - -### Strategic Recommendations -1. **Diversify Customer Base**: To mitigate risks associated with revenue concentration, Nvidia should focus on diversifying its customer base by expanding partnerships with smaller enterprises and exploring new market segments. - -2. **Strengthen Supply Chain Resilience**: Nvidia should invest in building a more resilient supply chain by establishing long-term agreements with multiple suppliers and exploring vertical integration opportunities to secure critical components. - -3. **Enhance R&D Investments**: Continued investment in research and development is essential to maintain technological leadership, particularly in AI and data center solutions. Nvidia should prioritize innovations that address emerging market needs and customer demands. - -4. **Expand into Emerging Markets**: Nvidia should explore opportunities in emerging markets where AI adoption is growing. Tailoring products and marketing strategies to local needs could unlock new revenue streams. - -5. **Proactive Regulatory Engagement**: Nvidia should engage proactively with regulators to shape policies that impact the semiconductor and AI industries. This could involve participating in industry coalitions and advocating for favorable regulations. - -6. **Focus on Sustainable Practices**: As sustainability becomes increasingly important, Nvidia should enhance its focus on environmentally friendly practices in its operations and product offerings, which could improve brand reputation and customer loyalty. - -7. **Leverage Strategic Acquisitions**: Nvidia should consider strategic acquisitions that complement its existing capabilities, particularly in AI and data analytics, to enhance its product portfolio and market reach. - -By implementing these recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on the evolving market landscape.",2024-08-31T15:38:20.595700 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e.csv alias b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T15:38:20.595700_run_id_3a988cfcbb9f4fff88580cc2c4f61e9e.csv alias deleted file mode 100644 index 4b6d121cc39d6e14d31996299c56cc479abcec39..0000000000000000000000000000000000000000 GIT binary patch literal 0 HcmV?d00001 literal 1124 zcmbW0zi-n}5XYa>6sXi8{UH^x5Fs{j?buFYN0lIzi9nPef(9`lS&3sSR-2@ZshT0HrmW}IbNP~PmNa!aZ{>@s>V(^ECulf& z%`#2bck6Y_H+qw8`0)9#(vPu3bDcK|(v3S=@+s!eBB9+bbi`_Dd}rBo_TQ%0NzPg-IL z2aGB4dD8;P{*HDx&i&;25`KUmY}_|y`U9VRk>WbX2^za6lANC0~uzqV&zoLw)JHHyEF&-W8t`^7_G0so@2g! zzj|-Y?zr16uid@Tz$fqnFTCkJ8Tayaf97BBgrb|uf87b4_Ji|ow1YY@-apw%NzNEo z=nCX-DvO?ek47Wvk7Nl-FXlt+;Z1;P3`qvO#(WjL!n_XdGFK<~0eF++sVv?j--&7P zOO9v2@0jPn2h8)}KJx;2$eabwavc?%)R+1~?C_X5FjBG1_l4NwxHKG(&w%MJk}Mqx R(d3#Jz+afnl-PO1{0D!HnehMs diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0 2.csv deleted file mode 100644 index d2d8becf8..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0 2.csv +++ /dev/null @@ -1,9367 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis: - -### Financial Statements - -#### Results of Operations -**Condensed Consolidated Statements of Income (as a percentage of revenue)** - -| Item | Three Months Ended | Six Months Ended | -|-------------------------------|---------------------|-------------------| -| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 | -| Revenue | 100.0% | 100.0% | 100.0% | 100.0% | -| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% | -| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% | -| Operating Expenses | | | | | -| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% | -| - Sales, General and Admin. | 2.8% | 4.7% | 2.9% | 6.1% | -| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% | -| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% | -| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% | -| Income Tax Expense | 8.7% | 5.9% | 8.9% | 4.6% | -| Net Income | 55.2% | 45.7% | 56.1% | 39.8% | - -#### Revenue by Reportable Segments -**(in millions)** - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| | Jul 28, 2024 | | Jul 28, 2024 | | -| Compute & Networking | $26,446 | 154% | $49,121 | 231% | -| Graphics | $3,594 | 16% | $6,963 | 19% | -| **Total** | **$30,040** | 122% | **$56,084** | 171% | - -#### Operating Income by Reportable Segments -**(in millions)** - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| | Jul 28, 2024 | | Jul 28, 2024 | | -| Compute & Networking | $18,848 | 180% | $35,896 | 304% | -| Graphics | $1,369 | 13% | $2,609 | 16% | -| All Other | $(1,575) | 38% | $(2,954) | 34% | -| **Total** | **$18,642** | 174% | **$35,551** | 298% | - -### Risk Factors - -1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory. - -2. **Demand Estimation Risks**: Inaccurate estimates of customer demand could lead to significant mismatches between supply and demand, impacting revenue and financial results. - -3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results. - -4. **Geopolitical Risks**: Tensions involving key markets, such as Taiwan and China, could disrupt supply chains and impact revenue. - -5. **Market Competition**: The competitive landscape is rapidly evolving, and failure to keep pace with technological advancements could harm market position. - -6. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could adversely affect financial performance. - -### Market Analysis - -- **Growth in AI and Data Center Demand**: Nvidia has seen substantial growth in revenue from its Data Center segment, driven by demand for AI solutions and accelerated computing. - -- **Geographic Revenue Distribution**: Revenue from international markets accounted for 57% of total revenue in the second quarter of fiscal year 2025, indicating a strong global presence. - -- **Investment in R&D**: Increased spending on research and development reflects Nvidia's commitment to innovation and maintaining its competitive edge in the technology sector. - -This structured format provides a clear overview of Nvidia's financial performance, associated risks, and market dynamics, facilitating further analysis and decision-making.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Financial Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in revenue and profitability, driven primarily by its Compute & Networking and Graphics segments. The company has capitalized on the increasing demand for AI and accelerated computing solutions, resulting in substantial year-over-year growth. - -#### Key Financial Metrics - -1. **Revenue Growth** - - **Total Revenue**: For the second quarter of fiscal year 2025, Nvidia reported revenue of $30.04 billion, a 122% increase from $13.51 billion in the same quarter of the previous year. For the first half of fiscal year 2025, revenue reached $56.08 billion, up 171% from $20.70 billion. - - **Segment Performance**: - - **Compute & Networking**: Revenue surged by 154% year-over-year to $26.45 billion in Q2 FY2025, and 231% to $49.12 billion in the first half. - - **Graphics**: Revenue increased by 16% in Q2 FY2025 and 19% in the first half, indicating steady demand for gaming and professional visualization products. - -2. **Profitability** - - **Gross Profit Margin**: The gross margin improved significantly to 75.1% in Q2 FY2025 from 70.1% in Q2 FY2024, and to 76.6% from 68.2% for the first half of the fiscal year. This improvement is attributed to higher revenue from Data Center growth. - - **Operating Income**: Operating income for Q2 FY2025 was $18.64 billion, a 174% increase from $6.80 billion in Q2 FY2024. The operating margin also improved to 62% from 50.3% year-over-year. - - **Net Income**: Net income for Q2 FY2025 was 55.2% of revenue, up from 45.7% in Q2 FY2024, reflecting strong operational efficiency. - -3. **Liquidity** - - **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, up from $7.28 billion at the beginning of the fiscal year. - - **Marketable Securities**: The company held $26.24 billion in marketable securities, indicating a strong liquidity position with a total of $34.80 billion in cash, cash equivalents, and marketable securities. - - **Operating Cash Flow**: Nvidia generated $29.83 billion in net cash from operating activities in the first half of FY2025, a significant increase from $9.26 billion in the same period last year. - -4. **Solvency** - - **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt due. The company has a manageable debt maturity profile, with $2.25 billion due in one to five years and $3.50 billion due in over ten years. - - **Interest Coverage Ratio**: The interest income of $444 million in Q2 FY2025 compared to interest expense of $61 million indicates a strong interest coverage ratio, suggesting that Nvidia can comfortably meet its interest obligations. - -#### Financial Ratios -- **Gross Margin**: 75.1% (Q2 FY2025) -- **Operating Margin**: 62% (Q2 FY2025) -- **Net Profit Margin**: 55.2% (Q2 FY2025) -- **Current Ratio**: Not explicitly provided, but strong liquidity suggests a favorable position. -- **Debt to Equity Ratio**: Not explicitly provided, but manageable debt levels indicate a conservative approach to leverage. - -#### Trends and Insights -- **Strong Demand for AI Solutions**: The significant growth in the Compute & Networking segment, particularly in AI-related products, highlights Nvidia's strategic positioning in a rapidly growing market. -- **Investment in R&D**: Nvidia's R&D expenses increased significantly, reflecting its commitment to innovation and maintaining a competitive edge in technology. -- **Shareholder Returns**: Nvidia has been active in returning capital to shareholders through dividends and share repurchases, indicating confidence in its cash flow generation and future growth prospects. - -#### Conclusion -Nvidia's financial performance in the latest quarter reflects robust growth across its business segments, particularly in AI and accelerated computing. The company's strong liquidity position, improving profitability margins, and effective management of debt provide a solid foundation for future growth. The ongoing investment in R&D and strategic initiatives in AI further position Nvidia as a leader in the technology sector.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Executive Summary of Risk Factors for Nvidia - -Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a summary of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies. - -#### 1. **Market Risks** - - **Demand Fluctuations**: Nvidia's revenue is heavily dependent on the demand for its products, particularly in the gaming and data center markets. The company has experienced volatility in demand due to changing consumer preferences, economic conditions, and the emergence of new technologies. - - **Impact**: A significant mismatch between supply and demand could lead to excess inventory or shortages, affecting revenue and profitability. - - **Mitigation**: Nvidia is increasing its supply chain flexibility and entering long-term supply agreements to better align production with demand forecasts. - - - **Concentration of Revenue**: A substantial portion of Nvidia's revenue comes from a limited number of customers and partners. - - **Impact**: Losing a major customer or a significant reduction in their purchases could adversely affect Nvidia's financial results. - - **Mitigation**: Diversifying the customer base and expanding into new markets can help reduce reliance on a few key customers. - -#### 2. **Operational Risks** - - **Supply Chain Disruptions**: Nvidia relies on third-party manufacturers for its products, which exposes it to risks related to supply chain disruptions, including geopolitical tensions and natural disasters. - - **Impact**: Disruptions could lead to delays in product availability and increased costs. - - **Mitigation**: Nvidia is working to diversify its supplier base and increase inventory levels to buffer against potential disruptions. - - - **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product updates and transitions. - - **Impact**: Poor execution during product transitions could lead to reduced demand for existing products and increased costs. - - **Mitigation**: Nvidia is investing in research and development to ensure smooth transitions and maintain product competitiveness. - -#### 3. **Regulatory Risks** - - **Compliance with Laws and Regulations**: Nvidia operates in a complex regulatory environment, facing scrutiny related to data privacy, export controls, and competition laws. - - **Impact**: Non-compliance could result in fines, sanctions, and reputational damage. - - **Mitigation**: Nvidia has established compliance programs and regularly reviews its practices to adhere to applicable laws and regulations. - - - **Export Controls and Trade Restrictions**: Increasing geopolitical tensions, particularly involving China, have led to stricter export controls on semiconductor technologies. - - **Impact**: These restrictions could limit Nvidia's ability to sell products in key markets, impacting revenue. - - **Mitigation**: Nvidia is actively engaging with regulators and adapting its business strategies to comply with changing regulations. - -#### 4. **Competitive Risks** - - **Intense Competition**: The semiconductor industry is highly competitive, with numerous players vying for market share. - - **Impact**: Increased competition could lead to price wars, reduced margins, and loss of market share. - - **Mitigation**: Nvidia focuses on innovation and maintaining a strong brand presence to differentiate its products from competitors. - - - **Technological Advancements by Competitors**: Rapid advancements in technology by competitors could render Nvidia's products less desirable. - - **Impact**: Failure to keep pace with technological advancements could lead to decreased sales and market relevance. - - **Mitigation**: Continuous investment in R&D and strategic partnerships can help Nvidia stay at the forefront of technological innovation. - -### Conclusion -Nvidia's growth and market leadership are accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic planning, diversification, and compliance efforts, Nvidia can better position itself to navigate the challenges ahead and sustain its competitive advantage in the rapidly evolving technology landscape.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Market-Trends-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Market Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in its financial performance, particularly in the Compute & Networking segment, which has seen a staggering increase in revenue driven by demand for AI and accelerated computing solutions. The company's strategic focus on generative AI and partnerships with major electronics manufacturers in Taiwan for autonomous factory development positions it well in the rapidly evolving semiconductor landscape. - -#### Key Opportunities -1. **Generative AI and Data Center Growth**: Nvidia's introduction of generative AI models and the Hopper GPU architecture has led to a 166% year-on-year growth in GPU computing revenue. This trend is expected to continue as demand for AI applications, particularly in data centers, rises. - -2. **Automotive Sector Expansion**: The automotive revenue has shown a robust increase of 37% year-on-year, indicating a growing market for AI-driven automotive solutions. Winning the Autonomous Grand Challenge at the Computer Vision and Pattern Recognition conference further solidifies Nvidia's position in this sector. - -3. **Strategic Partnerships**: Collaborations with Taiwanese electronics manufacturers to create autonomous factories using Nvidia's technologies (Metropolis, Omniverse, and Isaac AI) present significant growth opportunities in industrial automation. - -4. **International Market Penetration**: With 57% of revenue coming from international markets, Nvidia has the opportunity to expand its global footprint, particularly in regions with increasing demand for AI and computing solutions. - -5. **High Gross Margins**: Nvidia's gross margin has improved to 75.1%, providing the company with a strong financial foundation to invest in R&D and new product development. - -#### Key Threats -1. **Supply Chain Challenges**: Long manufacturing lead times and reliance on third-party manufacturers pose risks to Nvidia's ability to meet customer demand. Any disruptions in the supply chain could lead to inventory shortages or excess, impacting revenue. - -2. **Geopolitical Risks**: Tensions between the U.S. and China, particularly regarding export controls on semiconductors, could limit Nvidia's ability to operate in key markets. The recent U.S. export restrictions on high-performance GPUs to China could significantly impact revenue from that region. - -3. **Competitive Landscape**: The semiconductor industry is highly competitive, with numerous players vying for market share in AI and data center solutions. Nvidia must continuously innovate to maintain its leadership position against competitors who may offer similar or superior technologies. - -4. **Regulatory Challenges**: Increasing scrutiny from regulators regarding AI technologies and potential restrictions on the use of Nvidia's products could hinder growth. Compliance with evolving regulations may also increase operational costs. - -5. **Market Volatility**: The semiconductor market is subject to fluctuations based on economic conditions, technological advancements, and changes in consumer demand. Nvidia's reliance on a few key customers for a significant portion of its revenue increases its vulnerability to market shifts. - -#### Strategic Insights -- **Investment in R&D**: To capitalize on the growing demand for AI and data center solutions, Nvidia should continue to invest heavily in research and development. This will enable the company to innovate and stay ahead of competitors. - -- **Diversification of Supply Chain**: Nvidia should consider diversifying its supply chain to mitigate risks associated with reliance on specific manufacturers or regions. Establishing relationships with multiple suppliers can help ensure a more resilient supply chain. - -- **Geopolitical Strategy**: Nvidia must develop a robust strategy to navigate geopolitical tensions, particularly with China. This may involve exploring alternative markets or adjusting product offerings to comply with regulatory requirements. - -- **Focus on Partnerships**: Strengthening partnerships with key players in various sectors (automotive, industrial, etc.) can enhance Nvidia's market position and open new revenue streams. - -- **Monitoring Regulatory Changes**: Staying ahead of regulatory changes and engaging with policymakers can help Nvidia adapt its business practices and mitigate potential risks associated with compliance. - -### Conclusion -Nvidia is well-positioned to leverage its strengths in AI and accelerated computing to drive future growth. However, it must remain vigilant against external threats, particularly in supply chain management and geopolitical risks. By focusing on innovation, diversification, and strategic partnerships, Nvidia can continue to thrive in the competitive semiconductor landscape.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's recent 10-K report, several key insights emerge regarding the company's financial performance, market trends, and associated risks. Below is a synthesis of these insights followed by actionable strategic recommendations for Nvidia's leadership team. - -### Financial Performance Insights - -1. **Revenue Growth**: Nvidia reported a significant increase in revenue, with a 122% year-over-year growth in the second quarter of fiscal year 2025, driven primarily by the Compute & Networking segment, which saw a 154% increase. This growth is largely attributed to the demand for AI solutions and data center computing. - -2. **Gross Profit and Margin**: The gross margin improved to 75.1% in Q2 FY2025, up from 70.1% in the same quarter the previous year, indicating effective cost management and strong pricing power in the market. - -3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently alongside revenue growth. - -4. **Cash Flow and Liquidity**: Nvidia has a robust liquidity position with $34.8 billion in cash, cash equivalents, and marketable securities, providing a strong buffer for future investments and operational needs. - -5. **R&D Investment**: The company has increased its R&D expenses significantly, indicating a commitment to innovation and product development, which is crucial in the fast-evolving tech landscape. - -### Market Trends - -1. **Generative AI and Autonomous Technologies**: Nvidia is well-positioned in the generative AI space, with new models and microservices being introduced. The company is also gaining traction in the automotive sector, particularly with autonomous vehicle technologies. - -2. **Geographic Revenue Concentration**: A significant portion of Nvidia's revenue (57% in Q2 FY2025) comes from international markets, highlighting the importance of global operations and potential exposure to geopolitical risks. - -3. **Competitive Landscape**: The semiconductor industry is highly competitive, with rapid technological advancements. Nvidia's leadership in AI and GPU technology is critical, but it must continuously innovate to maintain its competitive edge. - -### Risks - -1. **Supply Chain Vulnerabilities**: Nvidia faces risks related to long manufacturing lead times and potential mismatches between supply and demand, particularly in the semiconductor industry. - -2. **Regulatory and Geopolitical Risks**: Increasing scrutiny from regulators, especially concerning AI technologies and export controls, poses a risk to Nvidia's operations and market access, particularly in China. - -3. **Customer Concentration**: A significant portion of revenue comes from a limited number of customers, which could pose risks if any of these customers reduce their orders or switch to competitors. - -### Strategic Recommendations - -1. **Diversify Supply Chain**: To mitigate supply chain risks, Nvidia should consider diversifying its supplier base and investing in local manufacturing capabilities. This could help reduce lead times and improve responsiveness to market demand. - -2. **Enhance R&D Focus on AI and Autonomous Technologies**: Given the strong market demand for AI and autonomous solutions, Nvidia should continue to increase its R&D investments in these areas. Collaborations with academic institutions and tech startups could foster innovation and accelerate product development. - -3. **Expand Global Market Presence**: Nvidia should explore opportunities to expand its presence in emerging markets where demand for AI and computing technologies is growing. This could involve strategic partnerships or localized product offerings tailored to specific regional needs. - -4. **Strengthen Customer Relationships**: To reduce revenue concentration risks, Nvidia should focus on building deeper relationships with a broader range of customers. This could involve offering customized solutions and enhanced support services to foster loyalty and reduce dependency on a few large clients. - -5. **Proactive Regulatory Engagement**: Nvidia should engage proactively with regulators to shape policies that impact the AI and semiconductor industries. This could involve participating in industry coalitions or advocacy groups to ensure that Nvidia's interests are represented. - -6. **Monitor Geopolitical Developments**: Given the potential impact of geopolitical tensions on supply chains and market access, Nvidia should establish a dedicated team to monitor and respond to geopolitical risks. This could involve scenario planning and developing contingency strategies to address potential disruptions. - -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities in the rapidly evolving technology landscape.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Revenue-Maximization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's recent 10-K report, several innovative strategies and growth opportunities can be identified to maximize revenue and enhance profitability. Here are some key recommendations: - -### 1. **Expansion into New Markets** - - **Generative AI and Microservices**: Nvidia has introduced generative AI models and NIM microservices for OpenUSD. Expanding these offerings into sectors such as healthcare, finance, and education could unlock new revenue streams. Targeting industries that are increasingly adopting AI solutions can lead to significant growth. - - **Automotive Sector**: With automotive revenue showing a 37% year-on-year increase, Nvidia should continue to invest in partnerships with automotive manufacturers to enhance autonomous driving technologies. Expanding into electric vehicle (EV) markets and collaborating with EV manufacturers can further drive revenue. - -### 2. **Leveraging AI and Data Center Solutions** - - **Data Center Growth**: The report indicates a 154% increase in Data Center revenue. Nvidia should focus on enhancing its data center offerings, particularly in AI and machine learning. Developing tailored solutions for specific industries (e.g., finance, healthcare) can attract enterprise customers. - - **Subscription-Based Models**: Transitioning some of its software offerings to a subscription-based model can provide a steady revenue stream. This model can be particularly effective for AI tools and cloud services. - -### 3. **Enhancing Product Offerings** - - **New GPU Architectures**: The introduction of new GPU architectures annually can keep Nvidia at the forefront of technology. Continued investment in R&D to improve performance and efficiency will attract both gaming and enterprise customers. - - **Focus on Edge Computing**: As IoT devices proliferate, Nvidia can capitalize on the edge computing market by developing specialized GPUs for edge applications. This can open up new revenue opportunities in smart cities, industrial automation, and more. - -### 4. **Strategic Partnerships and Collaborations** - - **Collaborate with Tech Giants**: Forming strategic partnerships with major tech companies can enhance Nvidia's market presence. Collaborations for joint AI research and development can lead to innovative solutions and shared revenue opportunities. - - **Academic Partnerships**: Partnering with universities and research institutions can foster innovation and provide access to cutting-edge research, potentially leading to new product developments. - -### 5. **Geographic Expansion** - - **Emerging Markets**: With 57% of revenue coming from international sales, Nvidia should focus on expanding its presence in emerging markets such as India, Southeast Asia, and Africa. Tailoring products to meet the specific needs of these markets can drive growth. - - **Local Manufacturing**: Establishing local manufacturing facilities in key regions can reduce costs and improve supply chain efficiency, especially in response to geopolitical tensions affecting supply chains. - -### 6. **Sustainability Initiatives** - - **Green Technology**: Investing in sustainable technologies and practices can enhance Nvidia's brand image and appeal to environmentally conscious consumers and businesses. This can include energy-efficient products and partnerships with companies focused on sustainability. - -### 7. **Customer-Centric Innovations** - - **Enhanced Customer Support**: Providing exceptional customer service and support can lead to higher customer retention rates. Implementing AI-driven customer service solutions can improve efficiency and customer satisfaction. - - **User-Friendly Software**: Simplifying the integration of Nvidia's hardware with software solutions can attract more developers and enterprises to its ecosystem. - -### 8. **Capitalizing on Stock Buybacks** - - **Share Repurchase Programs**: Nvidia has a significant amount of cash available for share repurchases. Continuing this strategy can enhance shareholder value and signal confidence in the company's future growth prospects. - -### Conclusion -By focusing on these innovative strategies, Nvidia can leverage its strengths in AI and computing technology to explore new markets, enhance product offerings, and ultimately maximize revenue growth and profitability. The company's strong financial position and commitment to R&D will be crucial in executing these strategies effectively.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Expenses-Minimization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several areas can be identified for potential cost savings, operational efficiencies, and expense minimization to enhance profitability. Here are the key findings and recommendations: - -### 1. **Cost of Revenue Management** -- **Current Situation**: The cost of revenue has decreased from 29.9% to 24.9% year-over-year, indicating improved efficiency in production and sales. -- **Recommendation**: Continue to optimize supply chain management and negotiate better terms with suppliers to further reduce costs. Implementing just-in-time inventory practices could also minimize holding costs and reduce waste. - -### 2. **Research and Development (R&D) Expenses** -- **Current Situation**: R&D expenses have increased significantly (51% year-over-year), driven by compensation and infrastructure investments. -- **Recommendation**: While R&D is crucial for innovation, consider implementing a more rigorous project evaluation process to prioritize high-impact projects. This could involve setting clear milestones and performance metrics to ensure that resources are allocated efficiently. Additionally, exploring partnerships or collaborations for R&D could spread costs and risks. - -### 3. **Sales, General, and Administrative (SG&A) Expenses** -- **Current Situation**: SG&A expenses have also increased (35% year-over-year), primarily due to compensation and benefits. -- **Recommendation**: Evaluate the effectiveness of the current sales and marketing strategies. Streamlining operations, reducing overhead, and leveraging technology for automation in administrative tasks could lead to significant savings. Consider implementing performance-based compensation to align employee incentives with company performance. - -### 4. **Stock-Based Compensation** -- **Current Situation**: The increase in stock-based compensation is contributing to higher operating expenses. -- **Recommendation**: Review the stock-based compensation structure to ensure it aligns with long-term performance goals. Consider capping stock options or transitioning to performance-based equity awards that tie compensation to specific financial metrics. - -### 5. **Inventory Management** -- **Current Situation**: Provisions for inventory and excess inventory purchase obligations have increased, impacting gross margins. -- **Recommendation**: Implement advanced inventory management systems to better forecast demand and optimize stock levels. This could involve using AI and machine learning to predict trends and adjust inventory accordingly, reducing excess stock and associated costs. - -### 6. **Geographic Revenue Concentration** -- **Current Situation**: A significant portion of revenue comes from a limited number of customers and geographic regions. -- **Recommendation**: Diversify the customer base and explore new markets to reduce dependency on a few key customers. This could involve targeted marketing strategies and partnerships in emerging markets. - -### 7. **Tax Efficiency** -- **Current Situation**: The effective tax rate has increased, impacting net income. -- **Recommendation**: Engage in tax planning strategies to optimize the tax burden. This could involve utilizing available tax credits, deductions, and incentives, particularly in R&D and technology investments. - -### 8. **Debt Management** -- **Current Situation**: Interest expense has decreased, indicating effective debt management. -- **Recommendation**: Continue to monitor and manage debt levels to ensure that interest expenses remain low. Consider refinancing options if favorable rates are available. - -### 9. **Operational Efficiency through Technology** -- **Current Situation**: The company is investing heavily in new technologies and infrastructure. -- **Recommendation**: Ensure that investments in technology are aligned with operational efficiency goals. Implementing cloud-based solutions and automation can streamline operations and reduce costs in the long run. - -### Conclusion -By focusing on these areas, Nvidia can enhance its profitability through cost savings and operational efficiencies. Continuous monitoring and evaluation of these strategies will be essential to adapt to changing market conditions and maintain competitive advantage.",2024-08-31T16:21:33.996160 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0.csv deleted file mode 100644 index d2d8becf8..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0.csv +++ /dev/null @@ -1,9367 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis: - -### Financial Statements - -#### Results of Operations -**Condensed Consolidated Statements of Income (as a percentage of revenue)** - -| Item | Three Months Ended | Six Months Ended | -|-------------------------------|---------------------|-------------------| -| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 | -| Revenue | 100.0% | 100.0% | 100.0% | 100.0% | -| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% | -| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% | -| Operating Expenses | | | | | -| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% | -| - Sales, General and Admin. | 2.8% | 4.7% | 2.9% | 6.1% | -| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% | -| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% | -| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% | -| Income Tax Expense | 8.7% | 5.9% | 8.9% | 4.6% | -| Net Income | 55.2% | 45.7% | 56.1% | 39.8% | - -#### Revenue by Reportable Segments -**(in millions)** - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| | Jul 28, 2024 | | Jul 28, 2024 | | -| Compute & Networking | $26,446 | 154% | $49,121 | 231% | -| Graphics | $3,594 | 16% | $6,963 | 19% | -| **Total** | **$30,040** | 122% | **$56,084** | 171% | - -#### Operating Income by Reportable Segments -**(in millions)** - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| | Jul 28, 2024 | | Jul 28, 2024 | | -| Compute & Networking | $18,848 | 180% | $35,896 | 304% | -| Graphics | $1,369 | 13% | $2,609 | 16% | -| All Other | $(1,575) | 38% | $(2,954) | 34% | -| **Total** | **$18,642** | 174% | **$35,551** | 298% | - -### Risk Factors - -1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory. - -2. **Demand Estimation Risks**: Inaccurate estimates of customer demand could lead to significant mismatches between supply and demand, impacting revenue and financial results. - -3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results. - -4. **Geopolitical Risks**: Tensions involving key markets, such as Taiwan and China, could disrupt supply chains and impact revenue. - -5. **Market Competition**: The competitive landscape is rapidly evolving, and failure to keep pace with technological advancements could harm market position. - -6. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could adversely affect financial performance. - -### Market Analysis - -- **Growth in AI and Data Center Demand**: Nvidia has seen substantial growth in revenue from its Data Center segment, driven by demand for AI solutions and accelerated computing. - -- **Geographic Revenue Distribution**: Revenue from international markets accounted for 57% of total revenue in the second quarter of fiscal year 2025, indicating a strong global presence. - -- **Investment in R&D**: Increased spending on research and development reflects Nvidia's commitment to innovation and maintaining its competitive edge in the technology sector. - -This structured format provides a clear overview of Nvidia's financial performance, associated risks, and market dynamics, facilitating further analysis and decision-making.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Financial Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in revenue and profitability, driven primarily by its Compute & Networking and Graphics segments. The company has capitalized on the increasing demand for AI and accelerated computing solutions, resulting in substantial year-over-year growth. - -#### Key Financial Metrics - -1. **Revenue Growth** - - **Total Revenue**: For the second quarter of fiscal year 2025, Nvidia reported revenue of $30.04 billion, a 122% increase from $13.51 billion in the same quarter of the previous year. For the first half of fiscal year 2025, revenue reached $56.08 billion, up 171% from $20.70 billion. - - **Segment Performance**: - - **Compute & Networking**: Revenue surged by 154% year-over-year to $26.45 billion in Q2 FY2025, and 231% to $49.12 billion in the first half. - - **Graphics**: Revenue increased by 16% in Q2 FY2025 and 19% in the first half, indicating steady demand for gaming and professional visualization products. - -2. **Profitability** - - **Gross Profit Margin**: The gross margin improved significantly to 75.1% in Q2 FY2025 from 70.1% in Q2 FY2024, and to 76.6% from 68.2% for the first half of the fiscal year. This improvement is attributed to higher revenue from Data Center growth. - - **Operating Income**: Operating income for Q2 FY2025 was $18.64 billion, a 174% increase from $6.80 billion in Q2 FY2024. The operating margin also improved to 62% from 50.3% year-over-year. - - **Net Income**: Net income for Q2 FY2025 was 55.2% of revenue, up from 45.7% in Q2 FY2024, reflecting strong operational efficiency. - -3. **Liquidity** - - **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, up from $7.28 billion at the beginning of the fiscal year. - - **Marketable Securities**: The company held $26.24 billion in marketable securities, indicating a strong liquidity position with a total of $34.80 billion in cash, cash equivalents, and marketable securities. - - **Operating Cash Flow**: Nvidia generated $29.83 billion in net cash from operating activities in the first half of FY2025, a significant increase from $9.26 billion in the same period last year. - -4. **Solvency** - - **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt due. The company has a manageable debt maturity profile, with $2.25 billion due in one to five years and $3.50 billion due in over ten years. - - **Interest Coverage Ratio**: The interest income of $444 million in Q2 FY2025 compared to interest expense of $61 million indicates a strong interest coverage ratio, suggesting that Nvidia can comfortably meet its interest obligations. - -#### Financial Ratios -- **Gross Margin**: 75.1% (Q2 FY2025) -- **Operating Margin**: 62% (Q2 FY2025) -- **Net Profit Margin**: 55.2% (Q2 FY2025) -- **Current Ratio**: Not explicitly provided, but strong liquidity suggests a favorable position. -- **Debt to Equity Ratio**: Not explicitly provided, but manageable debt levels indicate a conservative approach to leverage. - -#### Trends and Insights -- **Strong Demand for AI Solutions**: The significant growth in the Compute & Networking segment, particularly in AI-related products, highlights Nvidia's strategic positioning in a rapidly growing market. -- **Investment in R&D**: Nvidia's R&D expenses increased significantly, reflecting its commitment to innovation and maintaining a competitive edge in technology. -- **Shareholder Returns**: Nvidia has been active in returning capital to shareholders through dividends and share repurchases, indicating confidence in its cash flow generation and future growth prospects. - -#### Conclusion -Nvidia's financial performance in the latest quarter reflects robust growth across its business segments, particularly in AI and accelerated computing. The company's strong liquidity position, improving profitability margins, and effective management of debt provide a solid foundation for future growth. The ongoing investment in R&D and strategic initiatives in AI further position Nvidia as a leader in the technology sector.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Executive Summary of Risk Factors for Nvidia - -Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a summary of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies. - -#### 1. **Market Risks** - - **Demand Fluctuations**: Nvidia's revenue is heavily dependent on the demand for its products, particularly in the gaming and data center markets. The company has experienced volatility in demand due to changing consumer preferences, economic conditions, and the emergence of new technologies. - - **Impact**: A significant mismatch between supply and demand could lead to excess inventory or shortages, affecting revenue and profitability. - - **Mitigation**: Nvidia is increasing its supply chain flexibility and entering long-term supply agreements to better align production with demand forecasts. - - - **Concentration of Revenue**: A substantial portion of Nvidia's revenue comes from a limited number of customers and partners. - - **Impact**: Losing a major customer or a significant reduction in their purchases could adversely affect Nvidia's financial results. - - **Mitigation**: Diversifying the customer base and expanding into new markets can help reduce reliance on a few key customers. - -#### 2. **Operational Risks** - - **Supply Chain Disruptions**: Nvidia relies on third-party manufacturers for its products, which exposes it to risks related to supply chain disruptions, including geopolitical tensions and natural disasters. - - **Impact**: Disruptions could lead to delays in product availability and increased costs. - - **Mitigation**: Nvidia is working to diversify its supplier base and increase inventory levels to buffer against potential disruptions. - - - **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product updates and transitions. - - **Impact**: Poor execution during product transitions could lead to reduced demand for existing products and increased costs. - - **Mitigation**: Nvidia is investing in research and development to ensure smooth transitions and maintain product competitiveness. - -#### 3. **Regulatory Risks** - - **Compliance with Laws and Regulations**: Nvidia operates in a complex regulatory environment, facing scrutiny related to data privacy, export controls, and competition laws. - - **Impact**: Non-compliance could result in fines, sanctions, and reputational damage. - - **Mitigation**: Nvidia has established compliance programs and regularly reviews its practices to adhere to applicable laws and regulations. - - - **Export Controls and Trade Restrictions**: Increasing geopolitical tensions, particularly involving China, have led to stricter export controls on semiconductor technologies. - - **Impact**: These restrictions could limit Nvidia's ability to sell products in key markets, impacting revenue. - - **Mitigation**: Nvidia is actively engaging with regulators and adapting its business strategies to comply with changing regulations. - -#### 4. **Competitive Risks** - - **Intense Competition**: The semiconductor industry is highly competitive, with numerous players vying for market share. - - **Impact**: Increased competition could lead to price wars, reduced margins, and loss of market share. - - **Mitigation**: Nvidia focuses on innovation and maintaining a strong brand presence to differentiate its products from competitors. - - - **Technological Advancements by Competitors**: Rapid advancements in technology by competitors could render Nvidia's products less desirable. - - **Impact**: Failure to keep pace with technological advancements could lead to decreased sales and market relevance. - - **Mitigation**: Continuous investment in R&D and strategic partnerships can help Nvidia stay at the forefront of technological innovation. - -### Conclusion -Nvidia's growth and market leadership are accompanied by significant risks that could impact its financial performance. By proactively addressing these risks through strategic planning, diversification, and compliance efforts, Nvidia can better position itself to navigate the challenges ahead and sustain its competitive advantage in the rapidly evolving technology landscape.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Market-Trends-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Market Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in its financial performance, particularly in the Compute & Networking segment, which has seen a staggering increase in revenue driven by demand for AI and accelerated computing solutions. The company's strategic focus on generative AI and partnerships with major electronics manufacturers in Taiwan for autonomous factory development positions it well in the rapidly evolving semiconductor landscape. - -#### Key Opportunities -1. **Generative AI and Data Center Growth**: Nvidia's introduction of generative AI models and the Hopper GPU architecture has led to a 166% year-on-year growth in GPU computing revenue. This trend is expected to continue as demand for AI applications, particularly in data centers, rises. - -2. **Automotive Sector Expansion**: The automotive revenue has shown a robust increase of 37% year-on-year, indicating a growing market for AI-driven automotive solutions. Winning the Autonomous Grand Challenge at the Computer Vision and Pattern Recognition conference further solidifies Nvidia's position in this sector. - -3. **Strategic Partnerships**: Collaborations with Taiwanese electronics manufacturers to create autonomous factories using Nvidia's technologies (Metropolis, Omniverse, and Isaac AI) present significant growth opportunities in industrial automation. - -4. **International Market Penetration**: With 57% of revenue coming from international markets, Nvidia has the opportunity to expand its global footprint, particularly in regions with increasing demand for AI and computing solutions. - -5. **High Gross Margins**: Nvidia's gross margin has improved to 75.1%, providing the company with a strong financial foundation to invest in R&D and new product development. - -#### Key Threats -1. **Supply Chain Challenges**: Long manufacturing lead times and reliance on third-party manufacturers pose risks to Nvidia's ability to meet customer demand. Any disruptions in the supply chain could lead to inventory shortages or excess, impacting revenue. - -2. **Geopolitical Risks**: Tensions between the U.S. and China, particularly regarding export controls on semiconductors, could limit Nvidia's ability to operate in key markets. The recent U.S. export restrictions on high-performance GPUs to China could significantly impact revenue from that region. - -3. **Competitive Landscape**: The semiconductor industry is highly competitive, with numerous players vying for market share in AI and data center solutions. Nvidia must continuously innovate to maintain its leadership position against competitors who may offer similar or superior technologies. - -4. **Regulatory Challenges**: Increasing scrutiny from regulators regarding AI technologies and potential restrictions on the use of Nvidia's products could hinder growth. Compliance with evolving regulations may also increase operational costs. - -5. **Market Volatility**: The semiconductor market is subject to fluctuations based on economic conditions, technological advancements, and changes in consumer demand. Nvidia's reliance on a few key customers for a significant portion of its revenue increases its vulnerability to market shifts. - -#### Strategic Insights -- **Investment in R&D**: To capitalize on the growing demand for AI and data center solutions, Nvidia should continue to invest heavily in research and development. This will enable the company to innovate and stay ahead of competitors. - -- **Diversification of Supply Chain**: Nvidia should consider diversifying its supply chain to mitigate risks associated with reliance on specific manufacturers or regions. Establishing relationships with multiple suppliers can help ensure a more resilient supply chain. - -- **Geopolitical Strategy**: Nvidia must develop a robust strategy to navigate geopolitical tensions, particularly with China. This may involve exploring alternative markets or adjusting product offerings to comply with regulatory requirements. - -- **Focus on Partnerships**: Strengthening partnerships with key players in various sectors (automotive, industrial, etc.) can enhance Nvidia's market position and open new revenue streams. - -- **Monitoring Regulatory Changes**: Staying ahead of regulatory changes and engaging with policymakers can help Nvidia adapt its business practices and mitigate potential risks associated with compliance. - -### Conclusion -Nvidia is well-positioned to leverage its strengths in AI and accelerated computing to drive future growth. However, it must remain vigilant against external threats, particularly in supply chain management and geopolitical risks. By focusing on innovation, diversification, and strategic partnerships, Nvidia can continue to thrive in the competitive semiconductor landscape.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's recent 10-K report, several key insights emerge regarding the company's financial performance, market trends, and associated risks. Below is a synthesis of these insights followed by actionable strategic recommendations for Nvidia's leadership team. - -### Financial Performance Insights - -1. **Revenue Growth**: Nvidia reported a significant increase in revenue, with a 122% year-over-year growth in the second quarter of fiscal year 2025, driven primarily by the Compute & Networking segment, which saw a 154% increase. This growth is largely attributed to the demand for AI solutions and data center computing. - -2. **Gross Profit and Margin**: The gross margin improved to 75.1% in Q2 FY2025, up from 70.1% in the same quarter the previous year, indicating effective cost management and strong pricing power in the market. - -3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently alongside revenue growth. - -4. **Cash Flow and Liquidity**: Nvidia has a robust liquidity position with $34.8 billion in cash, cash equivalents, and marketable securities, providing a strong buffer for future investments and operational needs. - -5. **R&D Investment**: The company has increased its R&D expenses significantly, indicating a commitment to innovation and product development, which is crucial in the fast-evolving tech landscape. - -### Market Trends - -1. **Generative AI and Autonomous Technologies**: Nvidia is well-positioned in the generative AI space, with new models and microservices being introduced. The company is also gaining traction in the automotive sector, particularly with autonomous vehicle technologies. - -2. **Geographic Revenue Concentration**: A significant portion of Nvidia's revenue (57% in Q2 FY2025) comes from international markets, highlighting the importance of global operations and potential exposure to geopolitical risks. - -3. **Competitive Landscape**: The semiconductor industry is highly competitive, with rapid technological advancements. Nvidia's leadership in AI and GPU technology is critical, but it must continuously innovate to maintain its competitive edge. - -### Risks - -1. **Supply Chain Vulnerabilities**: Nvidia faces risks related to long manufacturing lead times and potential mismatches between supply and demand, particularly in the semiconductor industry. - -2. **Regulatory and Geopolitical Risks**: Increasing scrutiny from regulators, especially concerning AI technologies and export controls, poses a risk to Nvidia's operations and market access, particularly in China. - -3. **Customer Concentration**: A significant portion of revenue comes from a limited number of customers, which could pose risks if any of these customers reduce their orders or switch to competitors. - -### Strategic Recommendations - -1. **Diversify Supply Chain**: To mitigate supply chain risks, Nvidia should consider diversifying its supplier base and investing in local manufacturing capabilities. This could help reduce lead times and improve responsiveness to market demand. - -2. **Enhance R&D Focus on AI and Autonomous Technologies**: Given the strong market demand for AI and autonomous solutions, Nvidia should continue to increase its R&D investments in these areas. Collaborations with academic institutions and tech startups could foster innovation and accelerate product development. - -3. **Expand Global Market Presence**: Nvidia should explore opportunities to expand its presence in emerging markets where demand for AI and computing technologies is growing. This could involve strategic partnerships or localized product offerings tailored to specific regional needs. - -4. **Strengthen Customer Relationships**: To reduce revenue concentration risks, Nvidia should focus on building deeper relationships with a broader range of customers. This could involve offering customized solutions and enhanced support services to foster loyalty and reduce dependency on a few large clients. - -5. **Proactive Regulatory Engagement**: Nvidia should engage proactively with regulators to shape policies that impact the AI and semiconductor industries. This could involve participating in industry coalitions or advocacy groups to ensure that Nvidia's interests are represented. - -6. **Monitor Geopolitical Developments**: Given the potential impact of geopolitical tensions on supply chains and market access, Nvidia should establish a dedicated team to monitor and respond to geopolitical risks. This could involve scenario planning and developing contingency strategies to address potential disruptions. - -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities in the rapidly evolving technology landscape.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Revenue-Maximization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's recent 10-K report, several innovative strategies and growth opportunities can be identified to maximize revenue and enhance profitability. Here are some key recommendations: - -### 1. **Expansion into New Markets** - - **Generative AI and Microservices**: Nvidia has introduced generative AI models and NIM microservices for OpenUSD. Expanding these offerings into sectors such as healthcare, finance, and education could unlock new revenue streams. Targeting industries that are increasingly adopting AI solutions can lead to significant growth. - - **Automotive Sector**: With automotive revenue showing a 37% year-on-year increase, Nvidia should continue to invest in partnerships with automotive manufacturers to enhance autonomous driving technologies. Expanding into electric vehicle (EV) markets and collaborating with EV manufacturers can further drive revenue. - -### 2. **Leveraging AI and Data Center Solutions** - - **Data Center Growth**: The report indicates a 154% increase in Data Center revenue. Nvidia should focus on enhancing its data center offerings, particularly in AI and machine learning. Developing tailored solutions for specific industries (e.g., finance, healthcare) can attract enterprise customers. - - **Subscription-Based Models**: Transitioning some of its software offerings to a subscription-based model can provide a steady revenue stream. This model can be particularly effective for AI tools and cloud services. - -### 3. **Enhancing Product Offerings** - - **New GPU Architectures**: The introduction of new GPU architectures annually can keep Nvidia at the forefront of technology. Continued investment in R&D to improve performance and efficiency will attract both gaming and enterprise customers. - - **Focus on Edge Computing**: As IoT devices proliferate, Nvidia can capitalize on the edge computing market by developing specialized GPUs for edge applications. This can open up new revenue opportunities in smart cities, industrial automation, and more. - -### 4. **Strategic Partnerships and Collaborations** - - **Collaborate with Tech Giants**: Forming strategic partnerships with major tech companies can enhance Nvidia's market presence. Collaborations for joint AI research and development can lead to innovative solutions and shared revenue opportunities. - - **Academic Partnerships**: Partnering with universities and research institutions can foster innovation and provide access to cutting-edge research, potentially leading to new product developments. - -### 5. **Geographic Expansion** - - **Emerging Markets**: With 57% of revenue coming from international sales, Nvidia should focus on expanding its presence in emerging markets such as India, Southeast Asia, and Africa. Tailoring products to meet the specific needs of these markets can drive growth. - - **Local Manufacturing**: Establishing local manufacturing facilities in key regions can reduce costs and improve supply chain efficiency, especially in response to geopolitical tensions affecting supply chains. - -### 6. **Sustainability Initiatives** - - **Green Technology**: Investing in sustainable technologies and practices can enhance Nvidia's brand image and appeal to environmentally conscious consumers and businesses. This can include energy-efficient products and partnerships with companies focused on sustainability. - -### 7. **Customer-Centric Innovations** - - **Enhanced Customer Support**: Providing exceptional customer service and support can lead to higher customer retention rates. Implementing AI-driven customer service solutions can improve efficiency and customer satisfaction. - - **User-Friendly Software**: Simplifying the integration of Nvidia's hardware with software solutions can attract more developers and enterprises to its ecosystem. - -### 8. **Capitalizing on Stock Buybacks** - - **Share Repurchase Programs**: Nvidia has a significant amount of cash available for share repurchases. Continuing this strategy can enhance shareholder value and signal confidence in the company's future growth prospects. - -### Conclusion -By focusing on these innovative strategies, Nvidia can leverage its strengths in AI and computing technology to explore new markets, enhance product offerings, and ultimately maximize revenue growth and profitability. The company's strong financial position and commitment to R&D will be crucial in executing these strategies effectively.",2024-08-31T16:21:33.996160 -126b2c19-8ce1-4cbf-a051-80c3bf5b5c32,Expenses-Minimization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several areas can be identified for potential cost savings, operational efficiencies, and expense minimization to enhance profitability. Here are the key findings and recommendations: - -### 1. **Cost of Revenue Management** -- **Current Situation**: The cost of revenue has decreased from 29.9% to 24.9% year-over-year, indicating improved efficiency in production and sales. -- **Recommendation**: Continue to optimize supply chain management and negotiate better terms with suppliers to further reduce costs. Implementing just-in-time inventory practices could also minimize holding costs and reduce waste. - -### 2. **Research and Development (R&D) Expenses** -- **Current Situation**: R&D expenses have increased significantly (51% year-over-year), driven by compensation and infrastructure investments. -- **Recommendation**: While R&D is crucial for innovation, consider implementing a more rigorous project evaluation process to prioritize high-impact projects. This could involve setting clear milestones and performance metrics to ensure that resources are allocated efficiently. Additionally, exploring partnerships or collaborations for R&D could spread costs and risks. - -### 3. **Sales, General, and Administrative (SG&A) Expenses** -- **Current Situation**: SG&A expenses have also increased (35% year-over-year), primarily due to compensation and benefits. -- **Recommendation**: Evaluate the effectiveness of the current sales and marketing strategies. Streamlining operations, reducing overhead, and leveraging technology for automation in administrative tasks could lead to significant savings. Consider implementing performance-based compensation to align employee incentives with company performance. - -### 4. **Stock-Based Compensation** -- **Current Situation**: The increase in stock-based compensation is contributing to higher operating expenses. -- **Recommendation**: Review the stock-based compensation structure to ensure it aligns with long-term performance goals. Consider capping stock options or transitioning to performance-based equity awards that tie compensation to specific financial metrics. - -### 5. **Inventory Management** -- **Current Situation**: Provisions for inventory and excess inventory purchase obligations have increased, impacting gross margins. -- **Recommendation**: Implement advanced inventory management systems to better forecast demand and optimize stock levels. This could involve using AI and machine learning to predict trends and adjust inventory accordingly, reducing excess stock and associated costs. - -### 6. **Geographic Revenue Concentration** -- **Current Situation**: A significant portion of revenue comes from a limited number of customers and geographic regions. -- **Recommendation**: Diversify the customer base and explore new markets to reduce dependency on a few key customers. This could involve targeted marketing strategies and partnerships in emerging markets. - -### 7. **Tax Efficiency** -- **Current Situation**: The effective tax rate has increased, impacting net income. -- **Recommendation**: Engage in tax planning strategies to optimize the tax burden. This could involve utilizing available tax credits, deductions, and incentives, particularly in R&D and technology investments. - -### 8. **Debt Management** -- **Current Situation**: Interest expense has decreased, indicating effective debt management. -- **Recommendation**: Continue to monitor and manage debt levels to ensure that interest expenses remain low. Consider refinancing options if favorable rates are available. - -### 9. **Operational Efficiency through Technology** -- **Current Situation**: The company is investing heavily in new technologies and infrastructure. -- **Recommendation**: Ensure that investments in technology are aligned with operational efficiency goals. Implementing cloud-based solutions and automation can streamline operations and reduce costs in the long run. - -### Conclusion -By focusing on these areas, Nvidia can enhance its profitability through cost savings and operational efficiencies. Continuous monitoring and evaluation of these strategies will be essential to adapt to changing market conditions and maintain competitive advantage.",2024-08-31T16:21:33.996160 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0.csv alias b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:21:33.996160_run_id_f32311c873bf4ef2b17f4840b36006e0.csv alias deleted file mode 100644 index 8fbc9e623305385171d40c86e9d5ec85bd29db69..0000000000000000000000000000000000000000 GIT binary patch literal 0 HcmV?d00001 literal 1124 zcmbW0J8u&~5Xbi%2Z)ryNsxkQun-ajIQQ7o`D{f3M~4L>JOnnPKsxzxC!Z4A(Vc@u z7xD#2MMVJxkAjj9;0B9=!Y!hSXs8frsE{!Kxy)gQ3Ng~${AOl%c4u$5-tBG(NV^us z)&`SaOj9(Sp)bkvFWPE z+URw+#IYk|gt(vhTcKBLMlH|lx$%70&RJ7dEc~6tu8H1vpj935j{Lf^|2^5m4%v62U>xifKpE{xx>VN@sk>y zeU$~t{*OR>c`c~{GYmJcGhaNx$G8rh2;%4_NtT27kj%;zjD2JPw(G6 z8Nxrub7WpxhP9^UO64nN&XlH=E0lGRY3IuYT{9d%o7ya*mJFM&tQS@1m9(ZET4Wgx^3k68dC70cp4h&_%gqsjOTnC>FU@_`U7 Qu6Y*xf!R)pod?Xn0TR}iZ2$lO diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a 2.csv deleted file mode 100644 index 369d3ae1a..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a 2.csv +++ /dev/null @@ -1,9358 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -8e3e2417-55a3-4582-aa27-f4ca95200542,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis: - -### Financial Statements - -#### Results of Operations -**Condensed Consolidated Statements of Income (as a percentage of revenue)** - -| Item | Three Months Ended | Six Months Ended | -|-------------------------------|---------------------|-------------------| -| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 | -| Revenue | 100.0% | 100.0% | 100.0% | 100.0% | -| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% | -| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% | -| Operating Expenses | | | | | -| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% | -| - Sales, General and Admin | 2.8% | 4.7% | 2.9% | 6.1% | -| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% | -| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% | -| Interest Income | 1.5% | 1.4% | 1.4% | 1.6% | -| Interest Expense | (0.2%) | (0.5%) | (0.2%) | (0.6%) | -| Other, Net | 0.6% | 0.4% | 0.5% | 0.2% | -| Other Income (Expense), Net | 1.9% | 1.3% | 1.7% | 1.2% | -| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% | -| Income Tax Expense | 8.7% | 5.9% | 8.9% | 4.6% | -| Net Income | 55.2% | 45.7% | 56.1% | 39.8% | - -#### Revenue by Reportable Segments -**(in millions)** - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| | Jul 28, 2024 | | Jul 28, 2024 | | -| Compute & Networking | $26,446 | 154% | $49,121 | 231% | -| Graphics | $3,594 | 16% | $6,963 | 19% | -| **Total** | **$30,040** | 122% | **$56,084** | 171% | - -### Risk Factors - -1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory. - -2. **Customer Demand Estimation**: Inaccurate estimates of customer demand can lead to significant mismatches between supply and demand, impacting revenue and financial results. - -3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results. - -4. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could harm financial performance. - -5. **Geopolitical Risks**: Tensions, particularly involving Taiwan and China, could disrupt supply chains and impact revenue. - -6. **Technological Changes**: Rapid changes in technology and customer requirements could affect demand for products and services. - -### Market Analysis - -- **Generative AI Demand**: The introduction of generative AI models has driven increased demand for Data Center products, with revenue from GPU computing growing significantly year-on-year. - -- **Automotive Sector Growth**: Automotive revenue increased by 37% year-on-year, indicating strong growth in this segment. - -- **International Revenue**: Revenue from sales to customers outside the U.S. accounted for 57% of total revenue for the second quarter of fiscal year 2025, reflecting a strong international market presence. - -- **Investment in R&D**: Increased investment in research and development is expected to drive future growth, with a focus on next-generation products. - -This structured format provides a clear overview of Nvidia's financial performance, risk factors, and market analysis, facilitating further analysis by other agents.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Financial Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in revenue and profitability, driven primarily by its Compute & Networking segment, which has seen explosive demand due to advancements in AI and data center technologies. The company's financial health appears robust, with strong liquidity and manageable debt levels. - -#### Key Financial Metrics - -1. **Revenue Growth** - - **Total Revenue**: For the second quarter of fiscal year 2025, Nvidia reported total revenue of $30.04 billion, a 122% increase from $13.51 billion in the same quarter of the previous year. - - **Segment Performance**: - - **Compute & Networking**: Revenue surged by 154% year-over-year to $26.45 billion. - - **Graphics**: Revenue increased by 16% year-over-year to $3.59 billion. - - **Year-to-Date Revenue**: For the first half of fiscal year 2025, total revenue reached $56.08 billion, up 171% from $20.70 billion in the prior year. - -2. **Profitability** - - **Gross Profit Margin**: The gross profit margin improved significantly to 75.1% for the second quarter and 76.6% for the first half of fiscal year 2025, compared to 70.1% and 68.2% in the same periods of the previous year. - - **Operating Income**: Operating income for the second quarter was $18.64 billion, a 174% increase from $6.80 billion year-over-year. The operating margin also improved to 62% from 50.3%. - - **Net Income**: Net income for the second quarter was $16.56 billion, representing a net margin of 55.2%, up from 45.7% in the previous year. - -3. **Operating Expenses** - - **Total Operating Expenses**: Operating expenses decreased as a percentage of revenue, with R&D expenses at 10.3% and SG&A at 2.8% for the second quarter, down from 15.1% and 4.7%, respectively, in the prior year. - - **R&D Investment**: Despite the decrease in percentage terms, R&D expenses increased in absolute terms, reflecting Nvidia's commitment to innovation. - -4. **Liquidity** - - **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, and $26.24 billion in marketable securities, totaling $34.80 billion in liquid assets. - - **Operating Cash Flow**: Net cash provided by operating activities was $29.83 billion for the first half of fiscal year 2025, significantly up from $9.26 billion in the prior year. - -5. **Solvency** - - **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt. The company has a manageable debt-to-equity ratio, indicating a strong solvency position. - - **Interest Coverage**: The interest expense was minimal at $61 million for the second quarter, suggesting that Nvidia can comfortably cover its interest obligations. - -#### Financial Ratios -- **Gross Margin**: 75.1% (Q2 FY2025) vs. 70.1% (Q2 FY2024) -- **Operating Margin**: 62% (Q2 FY2025) vs. 50.3% (Q2 FY2024) -- **Net Profit Margin**: 55.2% (Q2 FY2025) vs. 45.7% (Q2 FY2024) -- **Current Ratio**: Not explicitly provided, but liquidity appears strong with significant cash reserves. -- **Debt-to-Equity Ratio**: Not explicitly provided, but manageable given the low level of debt relative to equity. - -#### Trends and Insights -- **Strong Demand for AI Solutions**: The growth in the Compute & Networking segment is largely attributed to the increasing demand for AI and data center solutions, particularly for Nvidia's GPU products. -- **Investment in R&D**: Nvidia continues to invest heavily in R&D, which is crucial for maintaining its competitive edge in the rapidly evolving tech landscape. -- **Shareholder Returns**: Nvidia has been active in returning capital to shareholders through dividends and share repurchases, indicating confidence in its cash flow generation. - -#### Conclusion -Nvidia's financial performance in the latest quarter reflects a strong growth trajectory, driven by robust demand for its products in AI and data centers. The company maintains a solid liquidity position and profitability metrics, positioning it well for future growth. Executive decision-making should focus on sustaining this momentum through continued investment in innovation and strategic capital allocation.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Executive Summary of Nvidia's Risk Factors - -Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a detailed analysis of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies. - -#### 1. **Market Risks** - - **Demand Fluctuations**: Nvidia's revenue is highly dependent on the demand for its products, particularly in the gaming and data center markets. The emergence of new technologies, changes in consumer preferences, and economic conditions can lead to unpredictable demand. - - **Supply Chain Disruptions**: Long manufacturing lead times and reliance on third-party suppliers can result in mismatches between supply and demand. This has historically led to both product shortages and excess inventory, adversely affecting financial results. - - **Mitigation Strategies**: - - Nvidia is increasing its supply chain resilience by diversifying suppliers and entering long-term supply agreements. - - The company is investing in demand forecasting technologies to better align production with market needs. - -#### 2. **Operational Risks** - - **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product launches. Managing transitions between product architectures can be complex and may lead to inventory issues or reduced demand for older products. - - **Quality Control Issues**: Increased product complexity raises the risk of quality control problems, which can lead to higher warranty costs and damage to brand reputation. - - **Mitigation Strategies**: - - Nvidia is enhancing its product development processes and quality assurance protocols to minimize risks associated with new product launches. - - The company is investing in R&D to ensure that new products meet market expectations and quality standards. - -#### 3. **Regulatory Risks** - - **Compliance with Laws and Regulations**: Nvidia operates in a highly regulated environment, facing laws related to intellectual property, export controls, and data privacy. Non-compliance can result in significant fines and operational restrictions. - - **Geopolitical Tensions**: Ongoing geopolitical issues, particularly involving China and Taiwan, pose risks to Nvidia's supply chain and market access. Export controls and sanctions can limit Nvidia's ability to sell products in certain regions. - - **Mitigation Strategies**: - - Nvidia is actively monitoring regulatory changes and engaging with policymakers to advocate for favorable conditions. - - The company is diversifying its market presence to reduce reliance on any single region. - -#### 4. **Competitive Risks** - - **Intense Competition**: The semiconductor and AI markets are highly competitive, with numerous players vying for market share. Competitors may introduce superior products or lower prices, impacting Nvidia's market position. - - **Innovation Pressure**: The need for continuous innovation to stay ahead of competitors can strain resources and lead to increased operational costs. - - **Mitigation Strategies**: - - Nvidia is focusing on innovation through significant investments in R&D to maintain its technological edge. - - The company is leveraging strategic partnerships and acquisitions to enhance its product offerings and market reach. - -### Conclusion -Nvidia's growth trajectory is promising, driven by its leadership in AI and GPU technologies. However, the company must navigate a complex landscape of risks that could impact its financial performance. By implementing robust mitigation strategies, Nvidia can enhance its resilience against these risks and continue to thrive in a competitive market. Continuous monitoring and adaptation to market conditions, regulatory changes, and technological advancements will be crucial for sustaining its success.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Market-Trends-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Market Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in its financial performance, particularly in the Compute & Networking segment, which has seen a staggering 154% year-on-year increase in revenue. The company is capitalizing on the growing demand for generative AI and accelerated computing solutions, which are driving its strategic initiatives and product development. - -#### Key Opportunities -1. **Generative AI and Accelerated Computing**: The introduction of generative AI models and NIM microservices for OpenUSD positions Nvidia at the forefront of AI technology. The demand for AI solutions is expected to grow, providing Nvidia with a substantial market opportunity. - -2. **Automotive Sector Growth**: The automotive revenue has shown a robust increase of 37% year-on-year, indicating a growing market for Nvidia's automotive solutions, particularly in autonomous driving technologies. Winning the Autonomous Grand Challenge further solidifies Nvidia's reputation in this sector. - -3. **Data Center Expansion**: The significant growth in data center revenue (154% year-on-year) highlights the increasing reliance on cloud computing and AI-driven applications. Nvidia's Hopper GPU architecture is well-positioned to meet this demand, especially for large language models and AI applications. - -4. **Strategic Partnerships**: Collaborations with major Taiwanese electronics manufacturers to create autonomous factories using Nvidia's technologies (Metropolis, Omniverse, and Isaac AI) can lead to increased adoption of Nvidia's platforms across various industries. - -5. **Geographic Revenue Diversification**: With 57% of revenue coming from international markets, Nvidia can leverage its global presence to tap into emerging markets and diversify its revenue streams. - -#### Key Threats -1. **Supply Chain Challenges**: Long manufacturing lead times and reliance on third-party manufacturers pose risks to Nvidia's ability to meet customer demand. Any disruptions in the supply chain could lead to inventory shortages or excess, impacting financial performance. - -2. **Geopolitical Tensions**: The ongoing geopolitical tensions, particularly involving Taiwan and China, could disrupt Nvidia's supply chain and market access. Export controls and trade restrictions may limit Nvidia's ability to operate in key markets. - -3. **Regulatory Scrutiny**: Increased regulatory scrutiny regarding AI technologies and export controls could impose additional compliance costs and operational restrictions. The EU AI Act and similar regulations in other jurisdictions may affect Nvidia's product offerings and market strategies. - -4. **Competitive Landscape**: The semiconductor industry is highly competitive, with numerous players vying for market share in AI and data center solutions. Nvidia must continuously innovate to maintain its competitive edge against rivals. - -5. **Market Volatility**: The demand for GPUs can be volatile, influenced by factors such as cryptocurrency mining trends and changing consumer preferences. This volatility can complicate demand forecasting and inventory management. - -#### Strategic Insights -- **Investment in R&D**: Nvidia should continue to invest heavily in research and development to enhance its AI capabilities and maintain its leadership position in the semiconductor industry. The increase in R&D expenses (51% year-on-year) reflects a commitment to innovation. - -- **Supply Chain Resilience**: Nvidia must develop strategies to mitigate supply chain risks, such as diversifying suppliers and increasing inventory levels for critical components. Establishing long-term contracts with suppliers could help secure necessary materials. - -- **Regulatory Compliance**: Proactively engaging with regulators and adapting to new compliance requirements will be crucial for Nvidia to navigate the evolving regulatory landscape, particularly concerning AI technologies. - -- **Market Expansion**: Nvidia should explore opportunities in emerging markets and industries, particularly in sectors like automotive and healthcare, where AI applications are gaining traction. - -- **Customer Relationships**: Strengthening relationships with key customers and partners will be essential to ensure continued demand for Nvidia's products. This includes providing exceptional support and developing tailored solutions to meet specific customer needs. - -### Conclusion -Nvidia is well-positioned to capitalize on the growing demand for AI and accelerated computing solutions. However, it must navigate various challenges, including supply chain risks, geopolitical tensions, and regulatory scrutiny. By focusing on innovation, supply chain resilience, and strategic partnerships, Nvidia can continue to thrive in the competitive semiconductor landscape.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several key insights emerge regarding the company's financial performance, risks, and market trends. Here’s a synthesis of these insights along with actionable strategic recommendations for Nvidia's leadership team: - -### Financial Performance Insights -1. **Revenue Growth**: Nvidia reported a significant increase in revenue, particularly in the Compute & Networking segment, which grew 154% year-on-year. This growth is primarily driven by demand for AI solutions and the Hopper GPU architecture. -2. **Gross Margin Improvement**: The gross margin improved to 75.1% for the second quarter of fiscal year 2025, up from 70.1% a year ago, indicating effective cost management and strong demand for high-margin products. -3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently in response to rising demand. -4. **Cash Position**: Nvidia has a robust liquidity position with $34.8 billion in cash, cash equivalents, and marketable securities, providing a strong buffer for future investments and operational needs. - -### Risk Factors -1. **Supply Chain Vulnerabilities**: Nvidia faces risks related to long manufacturing lead times and uncertain supply availability, which could lead to mismatches between supply and demand. -2. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, which poses a risk if any of these customers reduce their orders or switch to competitors. -3. **Geopolitical Risks**: Increasing geopolitical tensions, particularly involving China and Taiwan, could impact Nvidia's supply chain and market access. -4. **Regulatory Challenges**: The evolving regulatory landscape around AI technologies and export controls could impose additional compliance costs and operational constraints. - -### Market Trends -1. **AI and Data Center Demand**: The demand for AI and accelerated computing solutions is surging, driven by advancements in generative AI and large language models. -2. **Automotive Sector Growth**: Nvidia's automotive revenue is on the rise, indicating a growing market for AI-driven automotive solutions. -3. **Competitive Landscape**: The semiconductor industry is highly competitive, with rapid technological advancements and new entrants that could disrupt Nvidia's market position. - -### Strategic Recommendations -1. **Diversify Customer Base**: To mitigate the risk of revenue concentration, Nvidia should focus on diversifying its customer base by targeting new sectors and smaller enterprises that can benefit from AI solutions. This could involve tailored marketing strategies and partnerships with system integrators. - -2. **Strengthen Supply Chain Resilience**: Nvidia should invest in building a more resilient supply chain by establishing long-term partnerships with multiple suppliers and exploring vertical integration where feasible. This could help mitigate risks associated with supply shortages and lead times. - -3. **Expand AI Product Offerings**: Given the strong demand for AI solutions, Nvidia should continue to innovate and expand its product offerings in the AI space. This includes enhancing its software ecosystem and developing new applications for its hardware. - -4. **Enhance Regulatory Compliance Framework**: As regulatory scrutiny increases, Nvidia should proactively enhance its compliance framework to address potential legal and regulatory challenges. This includes engaging with policymakers and industry groups to shape favorable regulations. - -5. **Leverage Cash Position for Strategic Investments**: With a strong cash position, Nvidia should consider strategic acquisitions or investments in emerging technologies that complement its core business, particularly in AI and machine learning. - -6. **Focus on Sustainable Practices**: As sustainability becomes a critical factor for investors and consumers, Nvidia should enhance its sustainability initiatives, including energy-efficient product designs and responsible sourcing practices. - -7. **Monitor Geopolitical Developments**: Nvidia should establish a dedicated team to monitor geopolitical developments and assess their potential impact on operations. This team can develop contingency plans to address supply chain disruptions or market access issues. - -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities in the rapidly evolving technology landscape.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Revenue-Maximization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several potential revenue growth opportunities can be identified. Here are some innovative strategies, new markets, and product offerings that could drive revenue growth and enhance profitability for Nvidia: - -### 1. **Expansion in Generative AI and Microservices** - - **Opportunity**: Nvidia has introduced generative AI models and NIM microservices for OpenUSD. This positions the company to capitalize on the growing demand for AI-driven solutions across various industries. - - **Strategy**: Nvidia can enhance its offerings by developing tailored generative AI solutions for specific sectors such as healthcare, finance, and entertainment. Collaborating with industry leaders to create customized AI applications could open new revenue streams. - -### 2. **Automotive Sector Growth** - - **Opportunity**: Automotive revenue has shown significant growth, with a 37% increase year-over-year. The success in the Autonomous Grand Challenge highlights Nvidia's capabilities in autonomous vehicle technology. - - **Strategy**: Nvidia should continue to invest in partnerships with automotive manufacturers to integrate its AI technologies into their vehicles. Expanding its product line to include more advanced driver-assistance systems (ADAS) and fully autonomous driving solutions could capture a larger market share. - -### 3. **Data Center and Cloud Services** - - **Opportunity**: The Compute & Networking segment has seen explosive growth, driven by demand for AI solutions and GPU computing. - - **Strategy**: Nvidia can further penetrate the cloud services market by offering subscription-based models for its AI and GPU computing services. This could include partnerships with major cloud providers to enhance their AI capabilities, thereby increasing Nvidia's recurring revenue. - -### 4. **Gaming and Esports Innovations** - - **Opportunity**: The graphics segment has also experienced growth, particularly with the GeForce RTX 40 Series GPUs. - - **Strategy**: Nvidia can expand its gaming ecosystem by investing in esports and gaming content creation. This could involve partnerships with game developers to optimize games for Nvidia hardware, as well as creating exclusive content or experiences for gamers. - -### 5. **International Market Expansion** - - **Opportunity**: A significant portion of Nvidia's revenue comes from international markets (57% of total revenue). - - **Strategy**: Nvidia should focus on expanding its presence in emerging markets, particularly in Asia and Latin America, where demand for AI and gaming technologies is growing. Tailoring products to meet local needs and establishing local partnerships could facilitate this expansion. - -### 6. **Sustainability and Green Technology** - - **Opportunity**: As global sustainability regulations become more stringent, there is an increasing demand for energy-efficient technologies. - - **Strategy**: Nvidia can leverage its technology to develop energy-efficient AI solutions and promote its GPUs as environmentally friendly options for data centers and gaming. This could enhance brand reputation and attract environmentally conscious customers. - -### 7. **Strategic Acquisitions and Partnerships** - - **Opportunity**: Nvidia has a history of strategic acquisitions that enhance its technology portfolio. - - **Strategy**: Identifying and acquiring companies that specialize in complementary technologies, such as AI software development or advanced semiconductor manufacturing, could strengthen Nvidia's market position and drive innovation. - -### 8. **Focus on Research and Development** - - **Opportunity**: Nvidia's R&D expenses have increased significantly, indicating a commitment to innovation. - - **Strategy**: Continuing to invest in R&D to develop next-generation products, particularly in AI and machine learning, will be crucial. This could involve exploring new architectures or applications for GPUs beyond traditional uses. - -### 9. **Enhanced Customer Engagement and Support** - - **Opportunity**: With a significant portion of revenue coming from a limited number of customers, maintaining strong relationships is vital. - - **Strategy**: Nvidia can enhance customer engagement through improved support services, training programs, and community-building initiatives. This could lead to increased customer loyalty and repeat business. - -### Conclusion -Nvidia is well-positioned to capitalize on the growing demand for AI, gaming, and data center solutions. By focusing on innovative strategies, expanding into new markets, and enhancing product offerings, Nvidia can drive significant revenue growth and enhance profitability in the coming years.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Expenses-Minimization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several areas can be identified for potential cost savings, operational efficiencies, and expense minimization to enhance profitability. Here are the key findings and recommendations: - -### 1. **Cost of Revenue Management** -- **Current Situation**: The cost of revenue has decreased from 29.9% to 24.9% year-over-year, indicating improved efficiency in production and sales. -- **Recommendation**: Continue to optimize supply chain management and negotiate better terms with suppliers to further reduce costs. Implementing just-in-time inventory systems could minimize excess inventory costs. - -### 2. **Research and Development (R&D) Expenses** -- **Current Situation**: R&D expenses have increased significantly, accounting for 10.3% of revenue, up from 15.1% a year ago. This reflects a strategic investment in innovation, particularly in AI and GPU technologies. -- **Recommendation**: While maintaining a strong focus on innovation, consider prioritizing projects with the highest potential return on investment. Implementing a more rigorous project evaluation process could help in reallocating resources to the most promising initiatives. - -### 3. **Sales, General, and Administrative (SG&A) Expenses** -- **Current Situation**: SG&A expenses have decreased from 4.7% to 2.8% of revenue, indicating improved efficiency in administrative functions. -- **Recommendation**: Continue to streamline administrative processes through automation and digital transformation. Regularly review vendor contracts and service agreements to ensure competitive pricing and service levels. - -### 4. **Stock-Based Compensation** -- **Current Situation**: The increase in stock-based compensation is a significant factor in the rise of operating expenses. -- **Recommendation**: Consider revising the stock compensation structure to align more closely with performance metrics. This could help control costs while still incentivizing employees effectively. - -### 5. **Inventory Management** -- **Current Situation**: Provisions for inventory and excess inventory purchase obligations have been substantial, indicating challenges in inventory management. -- **Recommendation**: Implement advanced inventory management systems that utilize predictive analytics to better align inventory levels with demand forecasts. This could reduce excess inventory and associated costs. - -### 6. **Geographic Revenue Concentration** -- **Current Situation**: A significant portion of revenue (57%) comes from international markets, which may expose Nvidia to geopolitical risks and currency fluctuations. -- **Recommendation**: Diversify the customer base geographically to mitigate risks. Explore opportunities in emerging markets where demand for AI and GPU technologies is growing. - -### 7. **Tax Efficiency** -- **Current Situation**: The effective tax rate has increased, impacting net income. -- **Recommendation**: Engage in tax planning strategies to optimize the tax burden. This could include utilizing available tax credits, deductions, and incentives related to R&D and international operations. - -### 8. **Debt Management** -- **Current Situation**: Nvidia has a manageable level of debt, but interest expenses could be optimized. -- **Recommendation**: Consider refinancing existing debt at lower interest rates if market conditions allow. This could reduce interest expenses and improve cash flow. - -### 9. **Operational Efficiency through Technology** -- **Current Situation**: Nvidia is investing heavily in AI and automation technologies. -- **Recommendation**: Continue to leverage AI and machine learning to enhance operational efficiencies across all departments, from manufacturing to customer service. This could lead to significant cost savings and improved service delivery. - -### Conclusion -By focusing on these areas, Nvidia can further enhance its profitability while maintaining its competitive edge in the rapidly evolving technology landscape. Continuous monitoring and adjustment of strategies will be essential to adapt to market changes and internal performance metrics.",2024-08-31T16:29:38.893132 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a.csv deleted file mode 100644 index 369d3ae1a..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a.csv +++ /dev/null @@ -1,9358 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -8e3e2417-55a3-4582-aa27-f4ca95200542,PDF-Parsing-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Here is a structured extraction of the relevant sections from Nvidia's 10-K report, including financial statements, risk factors, and market analysis: - -### Financial Statements - -#### Results of Operations -**Condensed Consolidated Statements of Income (as a percentage of revenue)** - -| Item | Three Months Ended | Six Months Ended | -|-------------------------------|---------------------|-------------------| -| | Jul 28, 2024 | Jul 30, 2023 | Jul 28, 2024 | Jul 30, 2023 | -| Revenue | 100.0% | 100.0% | 100.0% | 100.0% | -| Cost of Revenue | 24.9% | 29.9% | 23.4% | 31.8% | -| Gross Profit | 75.1% | 70.1% | 76.6% | 68.2% | -| Operating Expenses | | | | | -| - Research and Development | 10.3% | 15.1% | 10.4% | 18.9% | -| - Sales, General and Admin | 2.8% | 4.7% | 2.9% | 6.1% | -| Total Operating Expenses | 13.1% | 19.8% | 13.3% | 25.0% | -| Operating Income | 62.0% | 50.3% | 63.3% | 43.2% | -| Interest Income | 1.5% | 1.4% | 1.4% | 1.6% | -| Interest Expense | (0.2%) | (0.5%) | (0.2%) | (0.6%) | -| Other, Net | 0.6% | 0.4% | 0.5% | 0.2% | -| Other Income (Expense), Net | 1.9% | 1.3% | 1.7% | 1.2% | -| Income Before Income Tax | 63.9% | 51.6% | 65.0% | 44.4% | -| Income Tax Expense | 8.7% | 5.9% | 8.9% | 4.6% | -| Net Income | 55.2% | 45.7% | 56.1% | 39.8% | - -#### Revenue by Reportable Segments -**(in millions)** - -| Segment | Three Months Ended | Change % | Six Months Ended | Change % | -|-----------------------------|---------------------|----------|-------------------|----------| -| | Jul 28, 2024 | | Jul 28, 2024 | | -| Compute & Networking | $26,446 | 154% | $49,121 | 231% | -| Graphics | $3,594 | 16% | $6,963 | 19% | -| **Total** | **$30,040** | 122% | **$56,084** | 171% | - -### Risk Factors - -1. **Supply Chain Risks**: Long manufacturing lead times and uncertain supply and component availability could lead to mismatches between supply and demand, resulting in product shortages or excess inventory. - -2. **Customer Demand Estimation**: Inaccurate estimates of customer demand can lead to significant mismatches between supply and demand, impacting revenue and financial results. - -3. **Regulatory Risks**: Compliance with complex laws and regulations, including export controls and tariffs, could adversely affect operations and financial results. - -4. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, and losing any of these customers could harm financial performance. - -5. **Geopolitical Risks**: Tensions, particularly involving Taiwan and China, could disrupt supply chains and impact revenue. - -6. **Technological Changes**: Rapid changes in technology and customer requirements could affect demand for products and services. - -### Market Analysis - -- **Generative AI Demand**: The introduction of generative AI models has driven increased demand for Data Center products, with revenue from GPU computing growing significantly year-on-year. - -- **Automotive Sector Growth**: Automotive revenue increased by 37% year-on-year, indicating strong growth in this segment. - -- **International Revenue**: Revenue from sales to customers outside the U.S. accounted for 57% of total revenue for the second quarter of fiscal year 2025, reflecting a strong international market presence. - -- **Investment in R&D**: Increased investment in research and development is expected to drive future growth, with a focus on next-generation products. - -This structured format provides a clear overview of Nvidia's financial performance, risk factors, and market analysis, facilitating further analysis by other agents.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Financial-Analysis-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Financial Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in revenue and profitability, driven primarily by its Compute & Networking segment, which has seen explosive demand due to advancements in AI and data center technologies. The company's financial health appears robust, with strong liquidity and manageable debt levels. - -#### Key Financial Metrics - -1. **Revenue Growth** - - **Total Revenue**: For the second quarter of fiscal year 2025, Nvidia reported total revenue of $30.04 billion, a 122% increase from $13.51 billion in the same quarter of the previous year. - - **Segment Performance**: - - **Compute & Networking**: Revenue surged by 154% year-over-year to $26.45 billion. - - **Graphics**: Revenue increased by 16% year-over-year to $3.59 billion. - - **Year-to-Date Revenue**: For the first half of fiscal year 2025, total revenue reached $56.08 billion, up 171% from $20.70 billion in the prior year. - -2. **Profitability** - - **Gross Profit Margin**: The gross profit margin improved significantly to 75.1% for the second quarter and 76.6% for the first half of fiscal year 2025, compared to 70.1% and 68.2% in the same periods of the previous year. - - **Operating Income**: Operating income for the second quarter was $18.64 billion, a 174% increase from $6.80 billion year-over-year. The operating margin also improved to 62% from 50.3%. - - **Net Income**: Net income for the second quarter was $16.56 billion, representing a net margin of 55.2%, up from 45.7% in the previous year. - -3. **Operating Expenses** - - **Total Operating Expenses**: Operating expenses decreased as a percentage of revenue, with R&D expenses at 10.3% and SG&A at 2.8% for the second quarter, down from 15.1% and 4.7%, respectively, in the prior year. - - **R&D Investment**: Despite the decrease in percentage terms, R&D expenses increased in absolute terms, reflecting Nvidia's commitment to innovation. - -4. **Liquidity** - - **Cash and Cash Equivalents**: As of July 28, 2024, Nvidia had $8.56 billion in cash and cash equivalents, and $26.24 billion in marketable securities, totaling $34.80 billion in liquid assets. - - **Operating Cash Flow**: Net cash provided by operating activities was $29.83 billion for the first half of fiscal year 2025, significantly up from $9.26 billion in the prior year. - -5. **Solvency** - - **Debt Levels**: Nvidia's total long-term debt stood at $8.46 billion, with no short-term debt. The company has a manageable debt-to-equity ratio, indicating a strong solvency position. - - **Interest Coverage**: The interest expense was minimal at $61 million for the second quarter, suggesting that Nvidia can comfortably cover its interest obligations. - -#### Financial Ratios -- **Gross Margin**: 75.1% (Q2 FY2025) vs. 70.1% (Q2 FY2024) -- **Operating Margin**: 62% (Q2 FY2025) vs. 50.3% (Q2 FY2024) -- **Net Profit Margin**: 55.2% (Q2 FY2025) vs. 45.7% (Q2 FY2024) -- **Current Ratio**: Not explicitly provided, but liquidity appears strong with significant cash reserves. -- **Debt-to-Equity Ratio**: Not explicitly provided, but manageable given the low level of debt relative to equity. - -#### Trends and Insights -- **Strong Demand for AI Solutions**: The growth in the Compute & Networking segment is largely attributed to the increasing demand for AI and data center solutions, particularly for Nvidia's GPU products. -- **Investment in R&D**: Nvidia continues to invest heavily in R&D, which is crucial for maintaining its competitive edge in the rapidly evolving tech landscape. -- **Shareholder Returns**: Nvidia has been active in returning capital to shareholders through dividends and share repurchases, indicating confidence in its cash flow generation. - -#### Conclusion -Nvidia's financial performance in the latest quarter reflects a strong growth trajectory, driven by robust demand for its products in AI and data centers. The company maintains a solid liquidity position and profitability metrics, positioning it well for future growth. Executive decision-making should focus on sustaining this momentum through continued investment in innovation and strategic capital allocation.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Risk-Assessment-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Executive Summary of Nvidia's Risk Factors - -Nvidia Corporation, a leader in graphics processing units (GPUs) and artificial intelligence (AI) technologies, faces a variety of risks that could significantly impact its financial performance. These risks can be categorized into market, operational, regulatory, and competitive risks. Below is a detailed analysis of the most significant risks identified in Nvidia's 10-K report, along with potential impacts and mitigation strategies. - -#### 1. **Market Risks** - - **Demand Fluctuations**: Nvidia's revenue is highly dependent on the demand for its products, particularly in the gaming and data center markets. The emergence of new technologies, changes in consumer preferences, and economic conditions can lead to unpredictable demand. - - **Supply Chain Disruptions**: Long manufacturing lead times and reliance on third-party suppliers can result in mismatches between supply and demand. This has historically led to both product shortages and excess inventory, adversely affecting financial results. - - **Mitigation Strategies**: - - Nvidia is increasing its supply chain resilience by diversifying suppliers and entering long-term supply agreements. - - The company is investing in demand forecasting technologies to better align production with market needs. - -#### 2. **Operational Risks** - - **Product Transition Challenges**: The rapid pace of technological advancement necessitates frequent product launches. Managing transitions between product architectures can be complex and may lead to inventory issues or reduced demand for older products. - - **Quality Control Issues**: Increased product complexity raises the risk of quality control problems, which can lead to higher warranty costs and damage to brand reputation. - - **Mitigation Strategies**: - - Nvidia is enhancing its product development processes and quality assurance protocols to minimize risks associated with new product launches. - - The company is investing in R&D to ensure that new products meet market expectations and quality standards. - -#### 3. **Regulatory Risks** - - **Compliance with Laws and Regulations**: Nvidia operates in a highly regulated environment, facing laws related to intellectual property, export controls, and data privacy. Non-compliance can result in significant fines and operational restrictions. - - **Geopolitical Tensions**: Ongoing geopolitical issues, particularly involving China and Taiwan, pose risks to Nvidia's supply chain and market access. Export controls and sanctions can limit Nvidia's ability to sell products in certain regions. - - **Mitigation Strategies**: - - Nvidia is actively monitoring regulatory changes and engaging with policymakers to advocate for favorable conditions. - - The company is diversifying its market presence to reduce reliance on any single region. - -#### 4. **Competitive Risks** - - **Intense Competition**: The semiconductor and AI markets are highly competitive, with numerous players vying for market share. Competitors may introduce superior products or lower prices, impacting Nvidia's market position. - - **Innovation Pressure**: The need for continuous innovation to stay ahead of competitors can strain resources and lead to increased operational costs. - - **Mitigation Strategies**: - - Nvidia is focusing on innovation through significant investments in R&D to maintain its technological edge. - - The company is leveraging strategic partnerships and acquisitions to enhance its product offerings and market reach. - -### Conclusion -Nvidia's growth trajectory is promising, driven by its leadership in AI and GPU technologies. However, the company must navigate a complex landscape of risks that could impact its financial performance. By implementing robust mitigation strategies, Nvidia can enhance its resilience against these risks and continue to thrive in a competitive market. Continuous monitoring and adaptation to market conditions, regulatory changes, and technological advancements will be crucial for sustaining its success.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Market-Trends-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","### Market Analysis of Nvidia's 10-K Report - -#### Overview -Nvidia has demonstrated significant growth in its financial performance, particularly in the Compute & Networking segment, which has seen a staggering 154% year-on-year increase in revenue. The company is capitalizing on the growing demand for generative AI and accelerated computing solutions, which are driving its strategic initiatives and product development. - -#### Key Opportunities -1. **Generative AI and Accelerated Computing**: The introduction of generative AI models and NIM microservices for OpenUSD positions Nvidia at the forefront of AI technology. The demand for AI solutions is expected to grow, providing Nvidia with a substantial market opportunity. - -2. **Automotive Sector Growth**: The automotive revenue has shown a robust increase of 37% year-on-year, indicating a growing market for Nvidia's automotive solutions, particularly in autonomous driving technologies. Winning the Autonomous Grand Challenge further solidifies Nvidia's reputation in this sector. - -3. **Data Center Expansion**: The significant growth in data center revenue (154% year-on-year) highlights the increasing reliance on cloud computing and AI-driven applications. Nvidia's Hopper GPU architecture is well-positioned to meet this demand, especially for large language models and AI applications. - -4. **Strategic Partnerships**: Collaborations with major Taiwanese electronics manufacturers to create autonomous factories using Nvidia's technologies (Metropolis, Omniverse, and Isaac AI) can lead to increased adoption of Nvidia's platforms across various industries. - -5. **Geographic Revenue Diversification**: With 57% of revenue coming from international markets, Nvidia can leverage its global presence to tap into emerging markets and diversify its revenue streams. - -#### Key Threats -1. **Supply Chain Challenges**: Long manufacturing lead times and reliance on third-party manufacturers pose risks to Nvidia's ability to meet customer demand. Any disruptions in the supply chain could lead to inventory shortages or excess, impacting financial performance. - -2. **Geopolitical Tensions**: The ongoing geopolitical tensions, particularly involving Taiwan and China, could disrupt Nvidia's supply chain and market access. Export controls and trade restrictions may limit Nvidia's ability to operate in key markets. - -3. **Regulatory Scrutiny**: Increased regulatory scrutiny regarding AI technologies and export controls could impose additional compliance costs and operational restrictions. The EU AI Act and similar regulations in other jurisdictions may affect Nvidia's product offerings and market strategies. - -4. **Competitive Landscape**: The semiconductor industry is highly competitive, with numerous players vying for market share in AI and data center solutions. Nvidia must continuously innovate to maintain its competitive edge against rivals. - -5. **Market Volatility**: The demand for GPUs can be volatile, influenced by factors such as cryptocurrency mining trends and changing consumer preferences. This volatility can complicate demand forecasting and inventory management. - -#### Strategic Insights -- **Investment in R&D**: Nvidia should continue to invest heavily in research and development to enhance its AI capabilities and maintain its leadership position in the semiconductor industry. The increase in R&D expenses (51% year-on-year) reflects a commitment to innovation. - -- **Supply Chain Resilience**: Nvidia must develop strategies to mitigate supply chain risks, such as diversifying suppliers and increasing inventory levels for critical components. Establishing long-term contracts with suppliers could help secure necessary materials. - -- **Regulatory Compliance**: Proactively engaging with regulators and adapting to new compliance requirements will be crucial for Nvidia to navigate the evolving regulatory landscape, particularly concerning AI technologies. - -- **Market Expansion**: Nvidia should explore opportunities in emerging markets and industries, particularly in sectors like automotive and healthcare, where AI applications are gaining traction. - -- **Customer Relationships**: Strengthening relationships with key customers and partners will be essential to ensure continued demand for Nvidia's products. This includes providing exceptional support and developing tailored solutions to meet specific customer needs. - -### Conclusion -Nvidia is well-positioned to capitalize on the growing demand for AI and accelerated computing solutions. However, it must navigate various challenges, including supply chain risks, geopolitical tensions, and regulatory scrutiny. By focusing on innovation, supply chain resilience, and strategic partnerships, Nvidia can continue to thrive in the competitive semiconductor landscape.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Strategic-Recommendations-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several key insights emerge regarding the company's financial performance, risks, and market trends. Here’s a synthesis of these insights along with actionable strategic recommendations for Nvidia's leadership team: - -### Financial Performance Insights -1. **Revenue Growth**: Nvidia reported a significant increase in revenue, particularly in the Compute & Networking segment, which grew 154% year-on-year. This growth is primarily driven by demand for AI solutions and the Hopper GPU architecture. -2. **Gross Margin Improvement**: The gross margin improved to 75.1% for the second quarter of fiscal year 2025, up from 70.1% a year ago, indicating effective cost management and strong demand for high-margin products. -3. **Operating Income**: Operating income also saw a substantial increase, reflecting the company's ability to scale operations efficiently in response to rising demand. -4. **Cash Position**: Nvidia has a robust liquidity position with $34.8 billion in cash, cash equivalents, and marketable securities, providing a strong buffer for future investments and operational needs. - -### Risk Factors -1. **Supply Chain Vulnerabilities**: Nvidia faces risks related to long manufacturing lead times and uncertain supply availability, which could lead to mismatches between supply and demand. -2. **Concentration of Revenue**: A significant portion of revenue comes from a limited number of customers, which poses a risk if any of these customers reduce their orders or switch to competitors. -3. **Geopolitical Risks**: Increasing geopolitical tensions, particularly involving China and Taiwan, could impact Nvidia's supply chain and market access. -4. **Regulatory Challenges**: The evolving regulatory landscape around AI technologies and export controls could impose additional compliance costs and operational constraints. - -### Market Trends -1. **AI and Data Center Demand**: The demand for AI and accelerated computing solutions is surging, driven by advancements in generative AI and large language models. -2. **Automotive Sector Growth**: Nvidia's automotive revenue is on the rise, indicating a growing market for AI-driven automotive solutions. -3. **Competitive Landscape**: The semiconductor industry is highly competitive, with rapid technological advancements and new entrants that could disrupt Nvidia's market position. - -### Strategic Recommendations -1. **Diversify Customer Base**: To mitigate the risk of revenue concentration, Nvidia should focus on diversifying its customer base by targeting new sectors and smaller enterprises that can benefit from AI solutions. This could involve tailored marketing strategies and partnerships with system integrators. - -2. **Strengthen Supply Chain Resilience**: Nvidia should invest in building a more resilient supply chain by establishing long-term partnerships with multiple suppliers and exploring vertical integration where feasible. This could help mitigate risks associated with supply shortages and lead times. - -3. **Expand AI Product Offerings**: Given the strong demand for AI solutions, Nvidia should continue to innovate and expand its product offerings in the AI space. This includes enhancing its software ecosystem and developing new applications for its hardware. - -4. **Enhance Regulatory Compliance Framework**: As regulatory scrutiny increases, Nvidia should proactively enhance its compliance framework to address potential legal and regulatory challenges. This includes engaging with policymakers and industry groups to shape favorable regulations. - -5. **Leverage Cash Position for Strategic Investments**: With a strong cash position, Nvidia should consider strategic acquisitions or investments in emerging technologies that complement its core business, particularly in AI and machine learning. - -6. **Focus on Sustainable Practices**: As sustainability becomes a critical factor for investors and consumers, Nvidia should enhance its sustainability initiatives, including energy-efficient product designs and responsible sourcing practices. - -7. **Monitor Geopolitical Developments**: Nvidia should establish a dedicated team to monitor geopolitical developments and assess their potential impact on operations. This team can develop contingency plans to address supply chain disruptions or market access issues. - -By implementing these strategic recommendations, Nvidia can enhance its growth trajectory, manage risks effectively, and capitalize on emerging market opportunities in the rapidly evolving technology landscape.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Revenue-Maximization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several potential revenue growth opportunities can be identified. Here are some innovative strategies, new markets, and product offerings that could drive revenue growth and enhance profitability for Nvidia: - -### 1. **Expansion in Generative AI and Microservices** - - **Opportunity**: Nvidia has introduced generative AI models and NIM microservices for OpenUSD. This positions the company to capitalize on the growing demand for AI-driven solutions across various industries. - - **Strategy**: Nvidia can enhance its offerings by developing tailored generative AI solutions for specific sectors such as healthcare, finance, and entertainment. Collaborating with industry leaders to create customized AI applications could open new revenue streams. - -### 2. **Automotive Sector Growth** - - **Opportunity**: Automotive revenue has shown significant growth, with a 37% increase year-over-year. The success in the Autonomous Grand Challenge highlights Nvidia's capabilities in autonomous vehicle technology. - - **Strategy**: Nvidia should continue to invest in partnerships with automotive manufacturers to integrate its AI technologies into their vehicles. Expanding its product line to include more advanced driver-assistance systems (ADAS) and fully autonomous driving solutions could capture a larger market share. - -### 3. **Data Center and Cloud Services** - - **Opportunity**: The Compute & Networking segment has seen explosive growth, driven by demand for AI solutions and GPU computing. - - **Strategy**: Nvidia can further penetrate the cloud services market by offering subscription-based models for its AI and GPU computing services. This could include partnerships with major cloud providers to enhance their AI capabilities, thereby increasing Nvidia's recurring revenue. - -### 4. **Gaming and Esports Innovations** - - **Opportunity**: The graphics segment has also experienced growth, particularly with the GeForce RTX 40 Series GPUs. - - **Strategy**: Nvidia can expand its gaming ecosystem by investing in esports and gaming content creation. This could involve partnerships with game developers to optimize games for Nvidia hardware, as well as creating exclusive content or experiences for gamers. - -### 5. **International Market Expansion** - - **Opportunity**: A significant portion of Nvidia's revenue comes from international markets (57% of total revenue). - - **Strategy**: Nvidia should focus on expanding its presence in emerging markets, particularly in Asia and Latin America, where demand for AI and gaming technologies is growing. Tailoring products to meet local needs and establishing local partnerships could facilitate this expansion. - -### 6. **Sustainability and Green Technology** - - **Opportunity**: As global sustainability regulations become more stringent, there is an increasing demand for energy-efficient technologies. - - **Strategy**: Nvidia can leverage its technology to develop energy-efficient AI solutions and promote its GPUs as environmentally friendly options for data centers and gaming. This could enhance brand reputation and attract environmentally conscious customers. - -### 7. **Strategic Acquisitions and Partnerships** - - **Opportunity**: Nvidia has a history of strategic acquisitions that enhance its technology portfolio. - - **Strategy**: Identifying and acquiring companies that specialize in complementary technologies, such as AI software development or advanced semiconductor manufacturing, could strengthen Nvidia's market position and drive innovation. - -### 8. **Focus on Research and Development** - - **Opportunity**: Nvidia's R&D expenses have increased significantly, indicating a commitment to innovation. - - **Strategy**: Continuing to invest in R&D to develop next-generation products, particularly in AI and machine learning, will be crucial. This could involve exploring new architectures or applications for GPUs beyond traditional uses. - -### 9. **Enhanced Customer Engagement and Support** - - **Opportunity**: With a significant portion of revenue coming from a limited number of customers, maintaining strong relationships is vital. - - **Strategy**: Nvidia can enhance customer engagement through improved support services, training programs, and community-building initiatives. This could lead to increased customer loyalty and repeat business. - -### Conclusion -Nvidia is well-positioned to capitalize on the growing demand for AI, gaming, and data center solutions. By focusing on innovative strategies, expanding into new markets, and enhancing product offerings, Nvidia can drive significant revenue growth and enhance profitability in the coming years.",2024-08-31T16:29:38.893132 -8e3e2417-55a3-4582-aa27-f4ca95200542,Expenses-Minimization-Agent,"Analyze Nvidia's 10-K report and provide your analysis: us quarter and up 20% from a year ago. -We introduc ed generativ e AI models and NIM microservices for OpenUSD; and announced majo r Taiwanese electronics makers are creating more autonomous -factories with a new reference workflow that combines NVIDIA Metropolis vision AI, NVIDIA Omniverse simulation and NVIDIA Isaac AI robot development. -Automotive revenue for the second quarter of fiscal year 2025 was $346 million, up 5% from the previous quarter and up 37% from a year ago. At the Computer -Vision and Pattern Recognition conference, NVIDIA won the Autonomous Grand Challenge in the ‘End-to- End Driving at Scale’ category , highlighting the -importance of generative AI in building applications for physical AI deployments in autonomous vehicle development. -Financial Information by Business Segment and Geographic Data -Refer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. -Critical Accounting Policies and Estimates -R efer to Part II, Item 7, ""Critical Accounting Policies and Estimates"" of our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. There have -been no material changes to our Critical Accounting Policies and Estimates. -27Results of Operations -The following table sets forth, for the periods indicated, certain items in our Condensed Cons olidated Statements of Income expressed as a p ercentage of -revenue. - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023 Jul 28, 2024 Jul 30, 2023 -Revenue 100.0 % 100.0 % 100.0 % 100.0 % - Cost of revenue 24.9 29.9 23.4 31.8 -Gross profit 75.1 70.1 76.6 68.2 -Operating expenses - Research and development 10.3 15.1 10.4 18.9 - Sales, general and administrative 2.8 4.7 2.9 6.1 -Total operating expenses 13.1 19.8 13.3 25 .0 -Operating income 62.0 50.3 63.3 43.2 - Interest income 1.5 1.4 1.4 1.6 - Interest expense (0.2) (0.5) (0.2) (0.6) - Other , net 0.6 0.4 0.5 0.2 -Other income (expense), net 1.9 1.3 1.7 1.2 -Income before income tax 63.9 51.6 65.0 44.4 -Income tax expense 8.7 5.9 8.9 4.6 -Net income 55.2 % 45.7 % 56.1 % 39.8 % -Revenue -Revenue by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 26,446 $ 10,402 $ 16,044 154 %$ 49,121 $ 14,862 $ 34,259 231 % -Graphics 3,5 94 3,105 489 16 % 6,963 5,837 1,126 19 % -Total $ 30,040 $ 13,507 $ 16,533 122 %$ 56,084 $ 20,699 $ 35,385 171 % -Operating Income by Reportable Segments -Three Months Ended Six Months Ended - Jul 28, 202 4 Jul 30, 2023$ -Change% -ChangeJul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Compute & Networking $ 18,848 $ 6,728 $ 12,120 180 %$ 35,896 $ 8,887 $ 27,009 304 % -Graphics 1,369 1,211 158 13 %$ 2,609 2,258 351 16 % -All Other (1,575) (1,139) (436) 38 %$ (2,954) (2,204) (750) 34 % -Total $ 18,642 $ 6,800 $ 11,842 174 %$ 35,551 $ 8,941 $ 26,610 298 % -Compute & Networking revenue – The increa se in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year -2024 was due to strengt h in Data Center computing and networking for accelerat ed computing and AI solutions. Revenue from GPU computing grew 166% year- -on-year and 257% compared to the first half of fiscal year 2024, was driven by demand for our Hopper GPU architecture computin g platform for training and -inferencing of large language models, recomm endation engines, and generative AI applications. Networking was also up 114% year-on-year and 159% -compared to the first half of last year driven by both InfiniBand and Ethernet for AI revenue. -28Graphics revenue – The increase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 was led -by higher sales of our GeForce R TX 40 Series GPUs. -Reportable segment operating income – The increase in the second quarter and first half of fiscal year 2025 compa red to the second quarter and first half of -fiscal year 2024 in Compute & Networking and Graphics operating income was driven by higher revenue. -All Other operating loss – The incre ase in the second quarter and first half of fiscal year 2025 compared to the second quarter and first half of fiscal year 2024 -was due to an increase in stock-based compensation expense reflecting employee growth and c ompensation increases. -Concentration of Revenue -Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and -gamers in a different location. Revenue from sales to customers outside of the United States accounted for 57% and 53% of total revenue for the second quarter -and first half of fiscal year 2025, r espectively , and 55% and 59% of total revenue for the second quarter and first half of fiscal year 2024, respectively . -We refer to customers who purchase products directly from NVIDIA as direct cus tomers, such as add-in board manufacturers, distributors, ODMs, OEMs, and -system integ rators. We have certain customers that may purchase products directly from NVIDIA and may use either internal re sources or third-party system -integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud -service provide rs, consumer internet companies, enterprises, and public sector entities. -Sales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Comp ute & Networking segment, are -presented in the following table: - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 28, 2024 -Customer A 14 % 14 % -Customer B 11 % * -Customer C 11 % * -Customer D 10 % 10 % -Customer E * 10 % -* Less than 10% of total revenue -For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators and distrib utors, including -through Customer B and Customer E, are estimated to each represent 10% or more of total revenue attributable to the Compute & Networking segment. -For the first half of fiscal year 202 5, an indirect customer which primarily purchases our products from system integrators and distributors, including from -Customer E, is estimated to represent 10% or more of total revenue, attributable to the Compute & Networking segment. -Indirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product specifications, internal sales data - and other sources. Actual indirect customer revenue may dif fer from our estimates. -We have experienced periods where we receive a significant amount of our revenue from a limited number of customers, and this trend may continue. -Gross Profit and Gross Margin -Gross profit consists of total net revenue less cost of revenue. -Our overall gross margi n increased to 75.1% and 76.6% for the second quart er and first half of fiscal year 2025, respectively , from 70.1% and 68.2% for the -second quarter and first half of fiscal year 2024, respectively . The increases in the second quarter and first half of fiscal year 2025 compared to the second -quarter and first half of fiscal year 2024 were primarily due to strong Data Center revenue growth of 154% and 234% for the second quarter and first half of - 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $908 million and $1.3 billion for the second quarter and first half of fiscal year 2025, -respectively , and were primarily due to low-yielding Blackwell material. Sales of previously reserved inventory and settlements of excess inventory purchase -obligations resulted in a provision release of $85 millio n and $199 million for the second quarter and first half of fiscal year 2025, respectively . The net effect on -our -29gross margin was an unfavorable impact of 2.7% and 2.0% in the second quarter and first half of fiscal year 2025, respectively . -Provisions for inventory and excess inventory purchase obligations totaled $576 million and $709 million for the second quarter and first half of fiscal year 2024, -respectively . Sales of previously reserved invent ory and settlements of excess inventory purchase obligations resulted in a provision release of $84 million and -$134 million for the seco nd quarter and first half of fiscal year 2024, respectively . The net effect on our gross margin was an unfavorable impact of 3.6% and -2.8% in the second quarter and first half of fiscal year 2024, re spectively . -We expect our Data Center mix to continue to shift to new products in the second half of fiscal year 2025. For fiscal year 2025, we expect gross margins to be in -the mid-70% range. -Operat ing Expenses - Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change% -Change Jul 28, 2024 Jul 30, 2023$ -Change% -Change - ($ in millions) -Research and development -expenses $ 3,090 $ 2,04 0 $1,050 51 %$ 5,810 $ 3,916 $1,894 48 % -% of net revenue 10.3 % 15.1 % 10.4 % 18.9 % -Sales, general and administrative -expenses 842 622 220 35 % 1,618 1,253 365 29 % -% of net revenue 2.8 % 4.7 % 2.9 % 6.1 % -Total operating expenses $ 3,932 $ 2,662 $1,270 48 %$ 7,428 $ 5,169 $2,259 44 % -% of net revenue 13.1 % 19.8 % 13.3 % 25.0 % -The increases in research and development expenses for the second q uarter and first half of fiscal year 2025 were driven by 35% and 34% increase in -compensation and benefits, including stock-bas ed compensation, reflecting employee growth and compensation increases, and 118% and 117% increase in -compute and infrastructure investments, respectively . -The increases in sales, general and administrative expenses for the second quarter and first half of fiscal year 20 25 was primarily driven by compensation and -benefits, including stock-based compensation, reflecting employee growth and compensation increases. -For fiscal year 2025, we expect operating expenses to g row in the mid to upper 40% range as we work on developing our next generation of products. -Other Income (Expense), Net -Three Months Ended Six Months Ended - Jul 28, 2024 Jul 30, 2023$ -Change Jul 28, 2 024 Jul 30, 2023$ -Change - ($ in millions) -Interest income $ 444 $ 187 $ 257 $ 803 $ 338 $ 465 -Interest expense (61) (65) 4 (125) (131) 6 -Other , net 189 59 130 264 42 222 -Other income (expense), ne t $ 572 $ 181 $ 391 $ 942 $ 249 $ 693 -The increas es in interest income for the second quarter and first half of fiscal year 2025 was due to higher cash, cash equivalents, and publicly-held debt -secu rity balances. -Interest expense is comprised of coupon interest and debt discount amortization related to our notes. -Other , net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publicly-held equity securities, and the impact -of changes in foreign currency rates. The change in Other , net, compared to the second quarter and first half of fis cal year 2024 was primarily driven by an -increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial -Statem ents in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity -securities. -30Income T axes -We recognized i ncome tax expense of $2.6 billion and $5.0 billion for the second quarter and first half of fiscal year 2025, respectively , and $793 million and -$958 million for the second quarter and first half of fiscal year 2024, respectively . Income tax expense as a percentage of income before income tax was 13.6% -and 13.7% for the second quarter and first half of fiscal year 2025, respectively , and 11.4% and 10.4% for the second quarter and first half of fiscal year 2024, -respectively . -The effective tax rate increased primarily due to a lower percentage of tax benefits from the foreign-derived intang ible income deduction relative to the increase -in income before income tax. -Given our current and anticipated future earnings, we believe that we may release the valuation allowance associated with c ertain state deferred tax assets in -the near term, which would decrease our income tax expense for the period the release is recor ded. The timing and amount of the valuation allowance release -could vary based on our assessment of all available evidence. -Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for addition al information. -Liquidity and Capital Resources - Jul 28, 2024 Jan 28, 2024 - (In millions) -Cash and cash equivalents $ 8,563 $ 7,280 -Marketable securities 26,237 18,704 -Cash, cash equivalents and mar ketable securities $ 34,800 $ 25,984 - Six Months Ended -Jul 28, 2024 Jul 30, 2023 - (In millions) -Net cash provided by operating activities $ 29,833 $ 9,259 -Net cash used in investing activities $ (8, 877) $ (1,287) -Net cash used in financing activities $ (19,665) $ (5,479) -Our investm ent policy requires the purchase of high-rated fixed income securities, the diversi fication of investment types a nd credit exposures, and certain -maturity limits on our portfolio. -Cash provided by operating activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024 due to growth in revenue, partially -offset by higher tax paym ents. Our accounts receivable balance at the end of the first half of fiscal year 2025 reflects the strong revenue growth, partially offse t -by $2.8 billion from customer payments received prior to the invoice due date. -Cash used in investing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, primarily driven by net purchases of -marketable securities, and acquisition of land and buildings. -Cash used in financing activities increased in the first half of fiscal year 2025 compared to the first half of fiscal year 2024, mainly due to higher share -repurchases and higher tax payments related to RSUs. -Liquidity -Our primary sources of liquidity include cash, cash equivalents, and m arketable securities, and the cash generated by our operations. As of July 28, 2024, we -had $34.8 billion in cash, cash equivalents, and marketable securities. We believe that we have sufficient liqui dity to meet our operating requirements for at least -the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and -capital resources, including our access to external capital, to ensure we can finance future capital requirements. -Our marketable securities consist of publicly-he ld equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations -and financial institutions, and foreign government entities, as well as certificates of deposit issued by hig hly rated financial institutions. Our corporate debt -securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Co nsolidated -Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. -31Except for approximately $1.4 billion of cash, cash equivalents, and marketable se curities held outside the U.S. for which we have not accrued any related -foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketab le securities held outside the U.S. -as of July 28, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes. -Payment from customers, per our standard paym ent term s, is generally due shortly after delivery of products, availability of software licenses or commencement -of services. -Capital Return to Shareholders -During the second quarter and first half of fisca l year 2025, we paid $246 million and $344 million, respectively , in quarterly cash dividends. -Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the -dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. -On June 7, 2024, we increased our qua rterly cash dividend to $0.01 per share on a post-Stock Split basis to all shareholders of record on June 11, 2024. Our -quarterly cash dividend was paid on June 28, 2024. -During the second quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and -$15.1 billion, respectively . As of July 28, 2024, we were authorized, su bject to certain specifications, to repurchase up to $7.5 billion of our common stock. On -August 26, 2024, our Board of Directors approve d an additional $50.0 billion to our share repurchase authoriz ation, without expiration. As of August 26, 2024, a -total of $53.9 billion was available for repurchase. Our share repurchase program aims to offset dilution from shares issued to employees while main taining -adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment -opportunities. W e plan to continue share repu rchases this fiscal year . -From April 29, 2024 through August 26, 2024, we repurchased 31.5 million shares for $3.6 billion pursuant to a Rule 10b5-1 trading plan. -The U.S. Inflation Reduc tion Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made -after December 31, 2022. The excise tax is included in our share repurchase cost a nd was not material for the second quarter and first half of fiscal year 2025. -Outstanding Indebtedness and Commercial Paper Program -Our aggregate debt maturities as of July 28, 2024, by year payable, are as follows: - Jul 28, 2024 - (In millions) -Due in one year $ — -Due in one to five years 2,250 -Due in five to ten years 2,750 -Due in greater than ten years 3,500 -Unamortized debt discount and is suance costs (39) -Net carrying amount 8,461 -Less short-term portion — -Total long-term portion $ 8,461 -We have a $575 million commercial paper program to support general corporate purposes. As of Ju ly 28, 2024, no commercial paper was outstanding. -Refer to Note 1 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further disc ussion. -Material Cash Requirements and Other Obligations -Unrecognized tax benefits were $1.7 billion, which includes related interest and penalties of $186 million recorded in non-current income tax p ayable as of -July 28, 2024. We are unable to estimate the timing of any potential tax liability , interest payme nts, or penalties in individual years due to uncertainties in the -underlying income tax positions and the timing of -32the ef fective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information. -Other than the cont ractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations -from those disclosed in our Annual Report on Form 10-K for th e fiscal year ended January 28, 2024. Refer to Item 7, “Management’ s Discussion and Analysis of -Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report o n Form 10-K for the fiscal year ended January 28, 2024 -for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, -11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively . -Climate Change -To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing -renewable energy or climate-related business trends. -Adoption of New and Recently Issued Accounting Pronouncements -There has been no adoption of any new and recently issued accounting pronouncements. -Item 3. Quantitative and Qualitative Disclosures about Market Risk -I nvestment and Interest Rate Risk -Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” -in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the financial market -risks described as of January 28, 2024. -Fore ign Exchange Rate Risk -The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About -Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024. As of July 28, 2024, there have been no material changes to the -foreign exchange rate risks described as of January 28, 20 24. -Item 4. Controls and Procedures -Controls and Procedures -Disclosure Controls and Procedures -Based on their evaluation as of July 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our -disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e)) were effective to provide reasonable assurance that the -i nformation we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time -periods specified in the SEC rules and f orms, and that such information is accumulated and communicated to our management, including our Chief Executive -Officer and our Chief Financial Of ficer, as appropriate, to allow timely decisions reg arding required disclosures. -Changes in Internal Control Over Financial Reporting -There were no changes that occurred during the second quarter of fiscal year 2025 that have materially affected, or ar e reasonably likely to materially affect, our -internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of -our existing core financia l systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will -occur in phases. W e will cont inue to evaluate each quarter whether there are changes that materially af fect our internal control over financial reporting. -Inherent Limitations on Effectiveness of Controls -Our manage ment, includ ing our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal -controls, will prevent all error and all fraud. A control sys tem, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance -that the objectives of the control system are met. Further , the design of a control system must re flect the fact that there are resource constraints, and the benefits -of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation o f controls can provide absolute -assurance that all control issues and instances of fraud, if any , within NVIDIA have been detected. -33Part II. Other Information -Item 1. Legal Proceedings -Refer to Pa rt I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal -proceedings since January 28, 2024. Also refer to Item 3, “L egal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2024 for -a prior discussion of our legal proceedings. -Item 1A. Risk Factors -Other than the risk facto rs liste d below , there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on -Form 10-K for the fiscal year ended January 28, 2024 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024. -Purchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Ite m 1A of our Annual Report on Form -10-K for the fiscal year ended January 28, 2024, and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2024, and below . Any -one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional -risks, trends and uncertainties not present ly known to us or that we currently believe are immat erial may also harm our business, financial condition, results of -operations or reputation. -Long manu facturing lead times and uncertain supply an d component availability , combined with a failure to estimate customer demand accurately , -has led and could lead to mismatches between supply and demand. -We use third parties to manufacture and asse mb le our products, and we have long manufacturing lead times. We are not provided guaranteed wafer , component -or capacity supply , and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as -we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and -excess inventory , has varied across our market platforms, and has significantly harmed our financial results. -We build finished produc ts and maintain invento ry in advanc e of anticipated demand. While we have in the past entered and may in the future enter into long- -term supply agreements and capacity commitments, we may not be able to secure sufficient commitments f or capacity to address our business needs, or our -long-term demand expectations may change. Additionally , our ability to sell certain products has been and could be impeded if components necessary fo r the -finished products are not available from third parties. This risk may increase as a result of our platform strategy . In periods of shortages impacting the -semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on orders for certain supply may be extended. We have previously -experienced and may continue to experience extended lead times of more than 12 m onths. We have paid premiums and provided deposits to secure future -supply and capacity , which have increased our product costs and may continue to do so. If our existing suppliers are unable to scal e their capabilities to meet -our supply needs, we may require additional sources of capacity , which may require additional deposits. We may not have the ability to reduce our supply -commitments at th e same rate or at all if our revenue declines. -Many additio nal factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our pr oducts, -or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including: -•changes in product development cycles and time to market; - •competing technologies and competitor product releases, announcements or other actions; -•changes in business and economic conditions; -•sudden or sustained government lockdowns or public health issues ; -•rapidly changing technology or customer requirements; -•the availability of suf ficient data center capacity or energy for customers to procure; -•new product introductions and transitions resulting in less demand for existing products; -•new or unexpected end-use cases; -•increase in demand for competitive products; -•business decisions made by third parties; -•the demand for accelerated computing, AI-related cloud services, or large language models; -34•changes that impact the ecosystem for the architectures underlying our products and technologies; -•the demand for our products; or -•government a ctions or changes in governmental policies, such as export controls or increased restrictions on gaming usage. -We continue to increase our supply and capacit y purchases with existing and new supplier s to support our demand projections. With these additions, we have -also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase -volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with -variations in productio n planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to -increased inventory levels. We have incurred and may in the future incu r inventory provisions or impairments if our inventory or supply or capacity commitments -exceed demand for our products or demand declines. Our customer orders and longer-term demand estimates may cha nge or may not be correct, as we have -experienced in the past. -Product transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support -new products. We may be in various stages of transitioning the architectures of our Data Center , Gaming, Professional Visualization and Automotive products. -The computing industr y is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI -opportunities. We have introduced a new caden ce of our Data Center arc hitectures where we seek to complete a new GPU computing architecture each year -and we are providing a greater variety of Data Center offerings. The increased frequency of these transitions and the la rger number of products and product -configurations may magnify the challenges associated with managing our supply and demand. Qualification time for new products, customers anticipating -product transi tions and channel partners reducing channel inventory of prior architectures ahea d of new product introductions can reduce or create volatility in -our revenue . We have experienced and may in the fut ure experience reduced demand for current generation architectures when customers anticipate -transitions, and we may be unable to sell multiple product architectures at the same time for current and f uture architecture transitions. If we are unable to -execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increased frequency and comp lexity of -newly introd uced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty , or other -costs or result in produc t delays. For example, we executed a change to the Blackwell GPU mask to improve production yield. Our gross margins in the second -quarter of fiscal year 2025 were negatively impacted by inventory pro visions for low-yielding Blackwell material and they may continue to be impacted in the -future. -We incur significant engineering development resources for new products, and changes to our product road map may impact our ability to develop other products -or adequate ly manage our supply chain cost. Customers may delay purchasing existing product s as we increase the frequency of new products or may not be -able to adop t our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product -transitions and have sold multiple pro duct archit ectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our -supply mix, and may cause us to incur additional costs. Many end customer s often do not purchase directly from us but instead purchase indirectly through -multiple OEMs, ODMs, system integrators, distributors, and other channel partners. As a result, the decisions made by o ur multiple OEMs, ODMs, system -integrators, distributors, and other channel partners, and in response to changing market conditions and changes in end-user demand for our products, have -impacted and c ould in the future continue to impact our ability to accurately forecast demand, particularly as they are based on estimates provided by various -downstream parties. -If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production -and we may not be able to obtain sufficient inventory to fill orders on a timely basis. If our contra ct manufacturers experience supply constraints, we may not be -able to increase supply to meet customer dema nd in a timely manner , or at all. If we cannot procure sufficient sup ply to meet demand or otherwise fail to fulfill -our custome rs’ orders on a timely basis, or at all, our customer relationships could be damage d, we could lose revenue and market share and our reputa tion -could be harmed. Additionally , since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any -one component have had and may have a broader revenue impact. -If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may -not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including -due to channel pricing programs that we have imple mented and may continue to implement, as a result of our overestimation of future demand, and we may -need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to -continue to do so for other products in the future . We have also written down our inventory , incurred cancellation penalties, and rec orded impairments and may -have to do so in the future. These impacts would be amplified by our placement of any non-cancellable and non-returnable purchase orders placed in advance of -our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of -35these impac ts has increased and may continue to increase as our purchase obligations an d prepaids have grown and are expected to continue to grow and -become a greater portion of our total supply . All of these factors may negatively impact our gross margins and financial results. -Demand estimates for our new products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to -generate significant revenue from them. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for -Data Center , the long-term trajectory is unknown. Because our products may be used in multi ple use cases and applications, it is difficult for us to estimate with -any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. -Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if -we experience other supply constraints caused by natur al disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan -and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to -our supply continuity , could have a material adverse impact on us. -The use of our GPUs other than that for which they were designed a nd marketed, including new and unexpected use cases, has impacted and can in the future -impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, se veral years ago, our Gaming GPUs began to -be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of -cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new -compute technologies, price change s in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in -the method of verifying blockchain transactions, has impacted and can in the futu re impact cryptocurrency mining and demand for our products and can further -impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 -merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased -aftermarket sale s of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or -previously sold products may be resold online or on the unau thorized “gray market,” which also makes demand forecasting difficult. Gray market products and -reseller marketplaces compete with our new products and distribution channels. -Additionally , we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our -platforms. We also rely on third-party content providers and publi shers to make their content available on our platforms, such as GeForce NOW . Failure by -developers, customers, and other third parties to build, enhance, and maintain applications that leverage our p latforms, or failure by third-party content providers -or publisher s to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adverse ly affect -customer demand. -We receive a significa nt amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to -customers who purchase directly or indirectl y from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of -these customers. -We receive a significant amount of our revenue from a limited numb er of customers within our distribution and partner network. Sales to direct Customers, A, B, -C and D represented 14%,11%, 11% and 10% of total revenue, respectively , for the second quarter of fiscal year 2025, all of which were primarily attributable to -the Compute & Networ king segment. With several of these channel partners, we are selling multiple products and systems in our portfolio throug h their -channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our -processors. We have a small number of partner s that are involved in system integration with our key customers. As our system design becomes increasingly -complex, system integrators may be unable to meet specifications of our key custome rs. Changes in our partners' or customers' business models or their -ownership can reduce the number of partners available to us and harm our ability to sell our advanced data center systems to custome rs. In the future, these -partners may decide to purchase fewer products , not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. -Because most of our sales are made on a purch ase order basis, our customers can generally cancel, change or delay product purchase commitments with little -notice to us and without penalty . Our partners or custome rs may develop their own solutions; our customers may purchase products from our competitors; and -our partners may discontinue sales or lose market share in the markets for which they purchase our pr oducts, all of which may alter partners’ or customers’ -purchasing patterns. Many of our customers often do not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors -and other channel partne rs. For the second quarter of fiscal year 2025, two indirect customers which primarily purchase our products through system integrators -and distributors, includin g through Customer B and Customer E, are estimated to each represe nt 10% or more of total revenue, attributable to the Compute & -Networking segment. If end demand increases or our finished goods supp ly availability is concentrated near a quarter end, the system integrators, distributors -and channel partners may have limited ability to increase their credit, which could impact the timing and amoun t of our revenue. The loss of any of our large -customers, a significant reduction in purchases by them, -36our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any difficulties in collecting accounts receivable would likely harm our -financial condition and results of operations. -Our operations could be affected by the complex laws, rules and regulations to whic h our business is subject, and political and other actions may -adversely impact our business. -We are subject to laws and regulations domestically and worldwide, affecting our operations in areas inclu ding, but not limited to, IP ownership and infringement; -taxes; impor t and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreig n exchange controls -and cash repatriation restrictions; data priva cy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; -environmental, health, and s afety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such -requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to -manufacture and ship our products. There can be no assurance that our employees, contractors , suppliers, customers or agents will not violate applicable laws -or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions -against us, our officers, or our employees, prohib itions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations -to which we are subject, or changes to their inte rpretation and enforcement, could lead to materially greater compliance and other costs and/or further -restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result -of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity v ulnerabilities and risks. -Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, -the United Ki ngdom, South Korea and China. For example, the French Competition Author ity collected information from us regarding our business and -competition in the graph ics card and cloud service provider marke t as part of an ongoing inquiry into competition in those markets. We have also received -requests for information from regulators in the European Union, the United States, the United Kingdom, China, a nd South Korea regarding our sales of GPUs, -our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we -expect to receive additional requests for information in the future. Governments and regulators are considering, and in certain cases, have imposed restrictions -on the hardw are, software, and system s used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June -2024 and will be implemented in phases betwee n now and 2030. The State of Calif ornia, among other jurisdictions, is considering similar legislation. Restrictions -under this and any other regulations, if implemented, could increase the costs and burdens to us and our customers, d elay or halt deployment of new systems -using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or -regulation s or their interpretation and enforceme nt could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, -restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our -shipments. Additionally , changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our -business and results of operations. -Government actions, including trade protection and national and economic security polic ies of U.S. and foreign government bodies, such as tariffs, import or -export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sa nctions, decrees, quotas or -other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export -license with entities on the U.S. Department of Commerce’ s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time), -and generally fulfill our contractual obligation s and have a material adverse effect on our business. If we were ever found to have violated export control laws or -sanctions of the U.S. or similar applicable non-U .S. laws, even if the violation oc curred without our knowledge, we may be subject to various penalties available -under the laws, any of which could have a material and adverse impact on our business, operating results and financial co ndition. -For example , in response to the war in Ukrain e, the United States and other jurisdictions imposed economic sanctions and export control measures which -blocked the passage of our products, s ervices and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to -Russia and closed business operations in Russia. Concurrently , the war in Ukr aine has impacted sales in EMEA and may continue to do so in the future. -The increasi ng focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that ta rget products and services capable of -enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service of ferings. -Concerns regardin g third-party use of AI for purposes contrary to local governmental interests , including concerns relating to the misuse of AI applications, -models, and solutions, has resulted in and could in the f uture result in unilateral or multilateral restrictions on products that can be used for training, modifying, -tuning, and deploying LLMs and other AI applications. Such restrictions have limited and c ould in the future limit the ability of downstream customers and users -worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our busines s and financial results. -37Such restrictions could include additional unilateral or multilateral export controls on certain products or technology , including but not limited to AI technologies. -As ge opolitic al tensions have increased, semic onductors associated with AI, including GPUs and associated products, are increasingly the focus of export -control restrictions proposed by stakeholders in t he U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated -products, and it is likely that additional unilateral or multilateral controls will be adopted . Such controls have been and may again be very broad in scope and -application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to Chi na, and could negatively -impact our manufacturin g, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and -could negatively a nd materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI, -which have been imposed and are increasingly likely to be furthe r tightened, would further restric t our ability to export our technology , products, or services even -though comp etitors may not be subject to similar restrictions, creating a competitive disadvanta ge for us and negatively impacting our business and financial -results. Expo rt controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream use rs of our products -to additional restrictions on the use, resale, repair , or transfer of our products, negatively impacti ng our business and financial results. Controls could negatively -impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and -customers to provide services to their end custom ers, even outside China. -Export contr ols could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China -and for our gam ing products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our -products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to -impose compliance burdens on our business and our customers, negatively and materially impactin g our business. -Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting -our business and financ ial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. -Additional unilateral or multilateral controls are also likely to inclu de deemed export control limitations that negatively impact the ability of our research and -development teams to execute our roadmap or other objectives in a timely manner . Addition al export restric tions may not only impact our ability to serve -overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our -products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our -sales and efforts to supply the China m arket and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators -conclude that we have failed to fulfill such commitments or we have violated any app licable law in China, we could be subject to various penalties or restrictions -on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition. -During the third quarter of fiscal year 2023, the USG announced export restrictions and expo rt licensing requirements targeting China’ s semiconductor and -supercompu ting industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment and technology used to develop, -produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, -DGX or any other system s or boards which incorporate A100 or H100 integrated circuits. The licensing r equirements also apply to any future NVIDIA integrated -circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circu its. There are -also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in -China. During the second qu arter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products -destined to certain customers and other regions, including some countr ies in the Middle East. -In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to -China and Country Group s D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our -products exceeding certain performance thresholds, including A100, A80 0, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to -the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate par ent headquartered in, Country Group D5, -including China. On Octo ber 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, -H80 0, and L40S products. W e have not received licenses to ship these restricted products to China. -Following these export controls, we transitioned some operations, including certain testing, validatio n, and supply and distribution operations out of China and -Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distri bution -operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to offer new solutions, including those for -which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing -requirements, we may seek a license for the customer . However , the licensing process is time-consuming. We have no assurance that the USG will grant such a -license or that the USG will act on the license application in a timely manner or at all. Even if a license is approved, it may impose burdensome conditions that -we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that -38does not have clear standard s or an opportunity for review . For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for -exports of products to customers in China. The license process for e xports to D1 and D4 countries has been time-consuming and resulted in license conditions -that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and -already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new -restrictions or may be able to acquire licenses for their products. -Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed , and our competitive -position and future results may be further harmed, over the long-term, if there are further changes in the USG’ s export controls, including further expansion of the -geographic, customer , or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we -are unable to provide contractual warranty or othe r extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to -significant customers or if we incur significant transition costs. Even if the USG grants an y requested licenses, the licenses may be temporary or impose -burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certa in of our competitors, -as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to -pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel. -Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may aga in change the export control rules at any time -and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial resu lts. In the -event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing -requirements, effectively exclu ding us from all or part of the China market, as well as other impa cted markets, including the Middle East. For example, the USG -has already imposed conditions to limit the ability of foreign firms t o create and offer as a service large-scale GPU clusters, for example by imposing license -conditions on the use of products to be exported to certain countries, and may impose additional conditions su ch as requiring chip tracking and throttling -mechanisms that could disable or impair GPUs if certain events, including unauthorized system configuration, use, or location, are detected. The USG has -a lready impo sed export controls restricting certain gaming GPUs, and if the USG expands such controls to restrict additional gaming products, it may disrupt a -significant portion of our supply and dis tribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In -addition, as the performa nce of the gaming GPUs increases over time, export co ntrols may have a greater impact on our ability to compete in markets subject to -those controls. Export controls may disrupt our supply and distribution chain for a substantial portion of our product s, which are warehoused in and distributed -from Hong Kong. Export controls restricting our ability to sell data center GPUs may also negatively impact demand for our networking products used in serve rs -containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of -downstream parties to create large cluster s for frontier model training. Any new control that impacts a wider range of our products would likely have a -disproportionate impact on NVIDIA and may disadvantage us against certain of our competit ors that sell chips that are outside the scope of such control. -Excessive or shifting export controls have alread y and may in the future encourage customers outside China and other impacted regions t o “design-out” certain -U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or -shifting export contr ols have already encourage d and may in the future encourage overseas governments to request that our customers purchase from our -competitors rather than NVIDIA or other U.S. firms, harming our busin ess, market position, and financial results. As a result, excessive or shifting export controls -may negatively impact demand for our products and services not only in China, but also in other markets , such as Europe, Latin America, and Southeast Asia. -Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for -market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, -which would be less likely t o be restricted by U.S. controls. -Additionally , restrictions imposed by the Chines e government on the duration of gaming activities and access to games may adversely affect our Gaming -revenue, and i ncreased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may also impose -restrictions on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the -Chinese government announced restrictions relating to certain sales of products containing certain products mad e by Micron, a supplier of ours. As another -example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per -memory bandwidth of accelerators used in new and renovated data centers in China. If the Chine se government modifies or implements the Action Plan in a way -that effectively prevents us from being able to de sign products to meet the new standard, this may restrict the ability of customers to use some of our data center -products and may have a material and adverse impact on our business, operating result s and financial condition. Further restrictions on our products or the -products of our suppliers could negatively impact our business and financial results. -39Finally , our business depends on our abi lity to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that -negatively impact our ability to receive supply of components, parts, or serv ices from Taiwan, would negatively impact our business and financial results. -Item 2. Unregistered Sales of Equity Securities and Use of Proceeds -Issuer Purchases of Equity Securities -During the secon d quarter and first half of fiscal year 2025, we repurchased 62.8 million and 162.1 million shares of our common stock for $7.0 billion and $15.1 -billion, respectively . As of July 28, 2024, we were a uthorized, subject to certain specifications, to repurchase up to $7.5 billion of our common stock. -The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase -programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions , applicable -legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be -suspended at any time at our discretio n. -In the secon d quarter and first half of fiscal year 2025, we paid $246 million and $344 million, respectively , in cash dividends. Our cash dividend program and the -payment of future cash dividend s under that program are subject to our Board of Directors ' continuing determination that the dividend program and the -declaration of dividends thereunder are in the best interests of our shareholder s. -The following table presents details of our share repurchase transactions during the second quarter of fiscal year 2025: -PeriodTotal Number -of Shares -Purchased -(In millions)Average Price Paid -per S hareTotal Number of Shares -Purchased as Part of -Publicly Announced -Program -(In millions)Approximate Dollar V alue -of Shares that May Yet Be -Purchased Under the -Program -(In billions) -April 29, 2024 - M ay 26, 2024 23.0 $ 91.50 23.0 $ 12.4 -May 27, 2024 - June 23, 2024 14.7 $ 121.36 14.7 $ 10.6 -June 24, 2024 - July 28, 2024 25.1 $ 123.63 25.1 $ 7.5 -Total 62.8 62.8 -On August 26, 2024, our Board of Directors approved an additional $50.0 billion to our share repurchase authorization, without expiration. From July 29, 2024 -through August 26, 2024, we repurchased 31.5 million shares for $3.6 billio n pursuant to a Rule 10b5-1 trading plan. As of August 26, 2024, a total of -$53.9 billion was available for repurchase. -Restricted Stock Unit Share W ithholding -We withhold common stock shares associ ated with net share settlements to cover tax withho lding obligations upon the vesting of RSU awards under our -employee equity incentive program. During the second quarter and first half of fiscal yea r 2025, we withheld approximately 11 million and 32 million, respectively , -for a total value of $1.6 billion and $3.4 billion, respectively , through net share settlements. -Recent Sales of Unregister ed Securities and Use of Proceeds -On May 28, 2024, we issued a total of 215,120 shares of our common stock, valued at approxim ately $25 million based on our closing stock price on the date of -issuanc e, to key employees of a company we acquired. -On July 2, 2024, we issued a total of 212,353 shares of our common stock, valued at approxima tely $26 million based on our closing stock price on the dat e of -issuance, to key employees of a company we acquired. -The above securities were issued in transactions not involving a public offering pursuant to an exemption from registration set forth in Secti on 4(a)(2) of -the Securities Act (and Regulation D or Regulation S promulgated thereunder). -Item 5. Other Information -On July 22, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operatio ns, terminated a Rule 10b5-1 trading arrangement adopted on April 12, 2024 -for the sale of up to 1,008,320 shares of our common stock on a post-split basis through July 11, 2025. 100,1 10 shares were sold under the plan prior to -termination. -40Item 6. Exhibits -Incorporated by Reference -Exhibit No. Exhibit Description Schedule/Form Exhibit Filing Date -3.1 Amendment to Restated Certificate of Incor poration of NVIDIA Corporation 8-K 3.1 6/7/2024 -10.1+* Amended and Restated 2007 Equity Incentive Plan -10.2+* Amended and Restated 2012 Employee Stock Purchase Plan -31.1* Certification of Chief Execu tive Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 -31.2* Certification of Chief Financial Of ficer as required by Rule 13a-14(a) of the Securities -Exchange Act of 1934 - 32.1#* Certification of Chief Executive Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -32.2#* Certification of Chief Financial Of ficer as required by Rule 13a-14(b) of the Securities -Exchange Act of 1934 -101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive -Data File because its XBRL tags are embedded within the Inline XB RL document. -101.SCH* Inline XBRL Taxonomy Extension Schema Document -101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document -101.DEF* Inline XBRL Taxonomy Extension Definition Linkba se Document -101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document -101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document -104Cover Page Interactive Data File - the cover pa ge interactive data file does not appear in -the Interactive Data File because its XBRL tags are embedded within the Inline XBRL -document. -+ Management contract or compensatory plan or arrangement. -* Filed herewith. -# In accorda nce with Item 601(b)(32)(ii) of Regul ation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control -Over Financial Reporting an d Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are -deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will -not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, exce pt to the extent that the registrant specifically -incorporates it by reference. -Copies of above exhibits not contained herein are available to any shareholder upon written request to: -Investor Relatio ns: NVIDIA Corporation, 2788 San Tomas Expressway , Santa Clara, CA 95051. -41Signature -Pursuant to the requirem ents of the Securities Exchange Act of 1934, the registrant has duly caused this repor t to be signed on its behalf by the undersigned -thereunto duly authorized. -Date: August 28, 2024 - NVIDIA Corporation -By: /s/ Colette M. Kress - Colette M. Kress - Executive V ice President and Chief Financial Of ficer (Duly Authorized Of ficer and Principal -Financial Of ficer) -42NVIDIA Corporation Amended and Restated 2007 Equity Incentive Plan -Approved by the Compensation Committee: April 24, 2 007 -Approved by the Stockholders: June 21, 2007 -Amended by the Compensation Committee: November 11, 2010 -Amended and Restated by the Compensation Committee: March 22, 2012 -Approved by the Stockholders : May 17, 2012 -Amended and Restated by the Compensation Committee: April 9, 2014 -Approved by the Stockholders: May 23, 2014 -Amended and Restated by the Compensation Committee: April 5, 2016 -Approved b y the Stockholders: May 18, 2016 -Amended and Restated by the Compensation Committee: April 3, 2018 -Approved by the Stockholders: May 16, 2018 -Amended and Restated by the Compensation Committee: April 27, 2020 -Approved by the Stockholders: June 9, 2020 -Amended and Restated by the Board of Directors: July 19, 2021 -Amended and Restated by the Compensation Committee: April 8, 2022 -Approved by the Stoc kholders: June 2, 2022 -Amended and Restated by the Compensation Committee: December 1, 2022 -Amended and Restated by the Board of Directors: June 7, 2024 -Termination Date: April 26, 2030 -1. General. -(a )Successor and Continuation of Prior Plans. The Plan is intended as the successor to and continuation of the NVIDIA Corporation -1998 Equity Incentive Plan (the “1998 Plan”), the NVIDIA Corporation 199 8 Non-Employee Directors’ Stock Option Plan, the NVIDIA Corporation -2000 Nonstatutory Equity Incentive Plan, and the PortalPlayer, Inc. 2004 Stock Incentive Plan (together, the “Prior Plans”). Followi ng the -Effective Date, no additional stock awards will be granted under any of the Prior Plans and all newly granted Stock Awards will be subject to the -terms of this Plan except as follows: from the Effective Date until September 30, 2007 (the “Transition Date”) (during which time the Company -anticipates taking such steps as are necessary or appropriate to permit participation in the Plan by Empl oyees, Directors or Consultants who are -foreign nationals or are employed outside the United States), the Company may grant stock awards subject to the terms of the 1998 Plan -covering up to an aggrega te of 100,000 shares of Common Stock to newly hired employees of the Company and its Affiliates who are foreign -nationals or are employed outside the United States (such 100,000 share reserve, the “Fo reign Transition Reserve”). On the Effective Date, all -of the shares remaining available for issuance under the Prior Plans will become available for issuance under the Plan; provided, however, that -t he issuance of shares upon the exercise of options or the settlement of stock awards granted under the Prior Plans (including the issuance of -shares upon the exercise or settlement of any awards grant ed following the Effective Date subject to the terms of the 1998 Plan from the Foreign -Transition Reserve) will occur from this Plan and will reduce the number of shares of Common Stock available for issuance under this Plan as -provided in Section 3 below. Any shares of Common Stock subject to outstanding options and stock awards granted under the Prior Plans that -expire or terminate for any reaso n prior to exercise or settlement (collectively, the “Prior Plans’ Returning Shares”) will become available for -issuance pursuant to Stock Awards granted hereunder. Except as expressly set forth in th is Section 1(a), all options and stock awards granted -under the Prior Plans will remain subject to the terms of the Prior Plans with respect to which they were originally granted. -(b)Eligible Award Re cipients. The persons eligible to receive Awards are Employees, Directors and Consultants. -(c)Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (i i) Nonstatutory Stock Options, -(iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance -Cash Awards, and (viii) Other Stock Awards.(d)Purpose. The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive -Awards as set forth in Section 1(b), to provide i ncentives for such persons to exert maximum efforts for the success of the Company and any -Affiliate, and to provide a means by which such eligible recipients may be given an opportunity to benefit fr om increases in value of the Common -Stock through the granting of Stock Awards. -(e)Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the contrary, any reference in the Plan to “performance- -based compensation” under Section 162(m) of the Code will only apply to any Award that is intended, and is eligible, to qualify as such pursuant -to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided by a written binding contract which was in -effect on November 2, 2017 and which was not subsequently materially modified, as determined by the Board, in its sole discretion, in -accordance with the TCJA and any applicable guidance, rulings or regulations issued by any governmental authority. -2. Administration. -(a)Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a -Committee or Committees, as provided in Section 2(c). -(b)Powers of Board. The Board will have th e power, subject to, and within the limitations of, the express provisions of the Plan: -(i) To determine from time to time (A) which of the persons eligible under the Plan will be granted Awards; (B) when and how each -Award will be granted; (C) what type or combination of types of Award will be granted; (D) the provisions of each Award granted (which need not -be identical), including the time or t imes when a person will be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the -number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Ma rket Value applicable to a Stock Award. -(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its -administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award -Agreement or in the written terms of a Performance Cash Award, in a manner and to th e extent it will deem necessary or expedient to make the -Plan or Award fully effective. -(iii) To settle all controversies regarding the Plan and Awards granted under it. -(iv) To accelerate the time at which an Award may be exercised or the time during which an Award or any part thereof will vest in -accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it m ay be exercised or the time during which it -will vest (or at which cash or shares of Common Stock may be issued); provided, however, that notwithstanding the foregoing or anything in the -Plan to the c ontrary, the time at which a Participant’s Award may be exercised or the time during which a Participant’s Award or any part thereof -will vest may only be accelerated in the event of the Participant’s death or Disability or in the event of a Corporate Transaction or Change in -Control. -(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or -termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent. -(vi) To amend the Plan in any respec t the Board deems necessary or advisable, including, without limitation, relating to Incentive -Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bri ng the Plan or Awards granted under -the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to -Capitalization Ad justments, stockholder approval will be required for any amendment of the Plan that either (i) materially increases the number of -shares of Common Stock available for issuance under the Plan, (ii) mat erially expands the class of individuals eligible to receive Awards under -the Plan, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at w hich shares of Common -Stock may be issued or purchased under the Plan, (iv) materially extends the term of the Plan, or (v) materially expands the types of Awards -available for issuance under the Plan , but only to the extent required by applicable law or listing requirements. Except as otherwise provided in -the Plan or an AwardAgreement, rights under any Award granted before amendment of the Plan will not be materially impaired by any amendment of the Plan unless -(i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing. -(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended -to satisfy the requirements of (i) Section 162(m) of the Code and the regulations thereu nder regarding the exclusion of performance-based -compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (ii) Section 422 of the Code regarding -Incentive Sto ck Options, or (iii) Rule 16b-3. -(viii) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, -but not limited to, amendments to provi de terms more favorable than previously provided in the Award Agreement, subject to any specified limits -in the Plan that are not subject to Board discretion; provided however, that, except with respe ct to amendments that disqualify or impair the -status of an Incentive Stock Option or as otherwise provided in the Plan or an Award Agreement, the rights under any Award will not be -materially impaire d by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant -consents in writing. Notwithstanding the foregoing, subject to the limitation s of applicable law, if any, and without the affected Participant’s -consent, the Board may amend the terms of any one or more Awards if necessary (A) to maintain the qualified status of the Award as a n -Incentive Stock Option, (B) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code and -the related guidance thereunder, or (C) to comply with o ther applicable laws. -(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best -interests of the Company and that are not in confli ct with the provisions of the Plan or Awards. -(x) To adopt such procedures or terms and sub-plans (none of which will be inconsistent with the provisions of the Plan) as are -necessary or desirable to permit or facilitate participation in the Plan by Employees, Directors or Consultants who are foreign nationals or -employed or located outside the United States. -(c)Delegation to Committee. -(i) Genera l. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration -of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore -possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of - the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee -or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by -the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at -any time, revest in the Board some or all of the powers previously delegated. -(ii) Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in -accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. In addition, the -Board or the Committee, in its s ole discretion, may (A) delegate to a Committee who need not be Outside Directors the authority to grant Awards -to eligible persons who are either (I) not then Covered Employees and are not expected t o be Covered Employees at the time of recognition of -income resulting from such Stock Award, or (II) not persons with respect to whom the Company wishes to comply with Section 162(m) of the -Code, and/ or (B) delegate to a Committee who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who -are not then subject to Section 16 of the Exchange Act. -(d)Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do -one or more of the following to the extent permitted by applicable law: (i) design ate recipients, other than Officers, of Stock Awards, provided that -no person or body may be delegated authority to grant a Stock Award to themself; (ii) determine the number of shares of Common Stock subject -to such Stock Awards; and(iii) determine the terms of such Stock Awards; provided, however, that the Board or Committee action regarding such delegation will fix the -terms of such delegation in accordance with applicable law, including without limitation Sections 152 and 157 of the Delaware General -Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Stock Award granted pursuant to -this section will be granted on the applicable form of Stock Award Agreement most recently approved for use by the Board or the Committee, -with any mod ifications necessary to incorporate or reflect the terms of such Stock Award. Notwithstanding anything to the contrary in this Section -2(d), neither the Board nor any Committee may delegate to any per son or body (who is not a Director or that is not comprised solely of Directors, -respectively) the authority to determine the Fair Market Value pursuant to Section 13(x)(iii) below. -(e)Effect of Board ’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to -review by any person and will be final, binding and conclusive on all persons. -(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise -or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock -Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash o r other Stock -Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve (12) months prior to such an event. -(g)Dividends and Dividend Equivalents. Divide nds or dividend equivalents may be paid or credited, as applicable, with respect to any -shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agr eement; provided, -however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested -under the terms of such Award Agreement, (i i) any dividends or dividend equivalents that are credited with respect to any such shares will be -subject to all of the terms and conditions applicable to such shares under the terms of such Award Ag reement (including, but not limited to, any -vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the -Company on t he date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under -the terms of such Award Agreement. -3.Shares Subject to the Plan. -(a)Sh are Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of -Common Stock of the Company that may be issued pursuant to Stock Awards after the Effective Date will not exceed 10,289,710,640 shares -(the “2007 Plan Reserve”). Such maximum number of shares reserved for issuance consists of (i) 152,767,766 shares, which is the total -re serve that the Company’s stockholders approved at the Company’s 2007 Annual Meeting of Stockholders, including but not limited to the -shares remaining available for issuance under the Prior Plans on t he Effective Date and the Prior Plans’ Returning Shares, (ii) 25,000,000 -shares that were approved at the Company’s 2012 Annual Meeting of Stockholders (and reapproved at the Company’s 2013 Annual Mee ting of -Stockholders), (iii) 10,000,000 shares that were approved at the Company’s 2014 Annual Meeting of Stockholders, (iv) 18,800,000 shares that -were approved at the Company’s 2016 Annual Meeting o f Stockholders, (v) 23,000,000 shares that were approved at the Company’s 2018 -Annual Meeting of Stockholders, (vi) 14,800,000 shares that were approved at the Company’s 2020 Annual Meeting of Stockho lders, (vii) -733,103,298 shares that were added to reflect a 4-for-1 stock split effective July 19, 2021, (viii) 51,500,000 shares that were approved at the -Company’s 2022 Annual Meeting of Stockholde rs, and (ix) 9,260,739,576 shares that were added to reflect a 10-for-1 stock split effective June -7, 2024. For clarity, the 2007 Plan Reserve in this Section 3(a) is a limitation on the number of sha res of Common Stock that may be issued -pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may -be issued in conn ection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company -Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares -available for issuance under the Plan. - The initial 101,845,177 shares approved in June 2007 were adjusted to 152,767,766 pursuant to a 3-for-2 s tock split effective September 10, 2007.1 -1(b)Reversion of Shares to the Share Reserve. -(i) Shares Available For Subsequent Issuance. If any (x) Stock Award shall for any reason expire or otherwise te rminate, in -whole or in part, without having been exercised in full, (y) shares of Common Stock issued to a Participant pursuant to a Stock Award are -forfeited to or repurchased by the Company at thei r original exercise or purchase price pursuant to the Company’s reacquisition or repurchase -rights under the Plan, including any forfeiture or repurchase caused by the failure to meet a contingency or condition required for the vesting of -such shares, or (z) Stock Award is settled in cash, then the shares of Common Stock not issued under such Stock Award, or forfeited to or -repurchased by the Comp any, shall revert to and again become available for issuance under the Plan. -(ii) Shares Not Available for Subsequent Issuance. If any shares subject to a Stock Award are not delivered to a Participan t -because such shares are withheld by the Company to satisfy the exercise or purchase price of a Stock Award (including any shares subject to a -Stock Award that are not delivered to a Participant beca use the Stock Award is exercised through a reduction of shares subject to the Stock -Award (i.e., “net exercised”)) or an appreciation distribution in respect of a Stock Appreciation Right is paid in s hares of Common Stock, the -number of shares subject to the Stock Award that are not delivered to the Participant shall not remain available for subsequent issuance under -the Plan. If any shares subjec t to a Stock Award are not delivered to a Participant because such shares are withheld by the Company in -satisfaction of the withholding of taxes incurred in connection with a Stock Award, the number of shares that are not delivered to the Participant -shall not remain available for subsequent issuance under the Plan. If the exercise or purchase price of any Stock Award, or the withholding of -taxes incurred in connection with a Stock Award, is satisfied by tendering shares of Common Stock held by the Participant (either by actual -delivery or attestation), then the number of shares so tendered s hall not remain available for subsequent issuance under the Plan. If any shares -of Common Stock are repurchased by the Company on the open market with the proceeds of the exercise or purchase price of a Stock Award, -then the number of shares so repurchased shall not remain available for subsequent issuance under the Plan. -(c)Incentive Stock Option Limit. Subject to the 2007 Plan Reserve and the pr ovisions of Section 9(a) relating to Capitalization -Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock -Options under the Plan (including Incentive Stock Options granted under the Prior Plans) will be 10,000,000,000 shares of Common Stock. -(d)Individual Award Limitations. Subject to the provisions of Section 9(a) relati ng to Capitalization Adjustments, no Participant will be -eligible to be granted during any fiscal year: -(i) Options, Stock Appreciation Rights and Other Stock Awards whose value is determined by refer ence to an increase over an -exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more -than 80,000,000 shares of Comm on Stock; -(ii) Performance Stock Awards covering more than 80,000,000 shares of Common Stock; and -(iii) Performance Cash Awards with a value of more than $6,000,000. -If a Performance Stock Award is in the form of an Option, it will count only against the Performance Stock Award limit. If a Performance -Stock Award could be paid out in cash, it will count only against the Performance Stock Award lim it. -(e)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including -shares repurchased by the Company on the open market or other wise. -4.Eligibility. -(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent -corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than -Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stoc k Awards may not be granted to -Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in -Rule 405 of the SecuritiesAct, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, -because the Stock Awards are granted pursuant to a corporate tran saction such as a spin off transaction), (ii) the Company, in connection with -its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in -connection with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code. -(b)Ten Percent Stockholders. A Ten Percent S tockholder will not be granted an Incentive Stock Option unless the exercise price of such -Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Optio n is not exercisable after the -expiration of five (5) years from the date of grant. -(c)Consultants. A Consultant will be eligible for the grant of an Award only if, at the time of grant, a Form S-8 Re gistration Statement -under the Securities Act or a successor or similar form under the Securities Act (“Form S-8”) is available to register either the offer or the sale of -the Company’s securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the -Consultant is a natural person, or because of any other rule governing the use of For m S-8. -5.Provisions Relating to Options and Stock Appreciation Rights. -Each Option or SAR will be in such form and will contain such terms and conditions as the Board will deem appropriate. All Option s will be -separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate -certificate or certificates will be issued for s hares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically -designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to -qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The -provision s of separate Options or SARs need not be identical; provided, however, that each Award Agreement will include (through incorporation -of provisions hereof by reference in the Award Agreement or otherw ise) the substance of each of the following provisions: -(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the -expiratio n of ten (10) years from the date of its grant or such shorter period specified in the Award Agreement (the “Expiration Date”). -(b)Exercise Price. Subject to the provisions of Section 4(b) regarding T en Percent Stockholders, and notwithstanding anything in the -Award Agreement to the contrary, the exercise or strike price of each Option or SAR will not be less than the Fair Market Value subject to the -Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike -price lower than the Fair Market Value subject to the Awar d if such Award is granted pursuant to an assumption or substitution for another option -or stock appreciation right in a manner consistent with the provisions of Section 409A and, if applicable, Secti on 424(a) of the Code. Each SAR -will be denominated in shares of Common Stock equivalents. -(c)Consideration. The purchase price of Common Stock acquired pursuant to the exercise of an Option will be p aid, to the extent -permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. -The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to -use certain methods) and to grant Options that require the consent of the Company to uti lize a particular method of payment. The methods of -payment permitted by this Section 5(c) are: -(i) by cash, check, bank draft, money order or electronic funds transfer payable to the Company; -(ii) pu rsuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance -of the stock subject to the Option, results in either the receipt of cash (or c heck) by the Company or the receipt of irrevocable instructions to pay -the aggregate exercise price to the Company from the sales proceeds;(iii) if an option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the -number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not -exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent -of any remaining balance of the aggregate exercise pric e not satisfied by such reduction in the number of whole shares to be issued; provided, -further, that shares of Common Stock will no longer be outstanding under an Option and will not be exercisable t hereafter to the extent that (A) -shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as -a result of such exe rcise, and (C) shares are withheld to satisfy tax withholding obligations; or -(iv) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Ag reement. -(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the -Company in compliance with the provisions of the Stock Apprec iation Right Agreement evidencing such SAR. The appreciation distribution -payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of -the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is -vested under such SAR, and with respect to w hich the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation -distribution may be paid in Common Stock, in cash, in any combination of the two or in any other fo rm of consideration, as determined by the -Board and contained in the Award Agreement evidencing such SAR. -(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such lim itations on the transferability of Options -and SARs as the Board will determine. If the Board determines that an Option or SAR will be transferable, the Option or SAR will contain such -additional term s and conditions as the Board deems appropriate. In the absence of such a determination by the Board to the contrary, the -following restrictions on the transferability of Options and SARs will apply: - (i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or -pursuant to subsections (ii) and (iii) below) and will be exercisa ble during the lifetime of the Participant only by the Participant; provided, -however, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner consistent with appl icable tax and securities -laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. -(ii) Domestic Relations Orders. N otwithstanding the foregoing, subject to the approval of the Board or a duly authorized Officer, -an Option or SAR may be transferred pursuant to a domestic relations order or official marital settleme nt agreement; provided, however, that an -Incentive Stock Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. -(iii) Beneficiary Designation. Notwithstanding the foregoi ng, subject to the approval of the Board or a duly authorized Officer, a -Participant may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company (o r the designated -broker), designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or SAR and -receive the Common Stock or other con sideration resulting from such exercise. In the absence of such a designation, the executor or -administrator of the Participant’s estate (or other party legally entitled to the Option or SAR proceeds) will be entitled to exercise the Option or -SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a -beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of -applicable laws or difficult to administer. -(f)Vesting Generally. The total numb er of shares of Common Stock subject to an Option or SAR may vest and therefore become -exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the -time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board -may deem appropriate. The ve sting provisions ofindividual Options or SARs may vary; provided, however, that in all cases, in the event that a Participant’s Continuous Service terminates as a -result of his or her death, then the Option or SAR will become fully vested and exercisable as of the date of termination of Continuous Service. -The provisions of this Section 5(f) are subject to any Option or SAR provisions governing th e minimum number of shares of Common Stock as to -which an Option or SAR may be exercised. -(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between -the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s -death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award -as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 90 days following the -termination of the Participant’s Continuous Service, or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agree ment. If, -after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the -Award Agreement (as applicable), the Option or SAR will terminate. -(h)Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service -(other than for Cause or upon the Participan t’s death or Disability) would either (i) be prohibited solely because the issuance of shares of -Common Stock would violate the registration requirements under the Securities Act, or (ii) subject the Participant to short-swing liability under -Section 16(b) of the Exchange Act due to a transaction engaged in by the Participant prior to his or her termination of Continuous Service, then -the Option o r SAR will terminate on the earlier of (A) the expiration of a period of 90 days after the termination of the Participant’s Continuous -Service during which the exercise of the Option or SAR would not be in violation of such registration requirements and would not subject the -Participant to short-swing liability under Section 16(b) of the Exchange Act, or (B) the expiration of the term of the Optio n or SAR as set forth in -the Award Agreement. All determinations under this Section 5(h) will be made in the sole discretion of the Board. -(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant -and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may -exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of -Continuous Service), but only wi thin such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous -Service, or (ii) the expiration of the term of the Option or SAR as set forth in the A ward Agreement. If, after termination of Continuous Service, -the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option -or SAR will terminate. -(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and -the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s death (which termination event -will give rise to acceleration of vesting as described in Section 5(f) above), or (ii) the Participant dies within the period (if any) specified in the -Award Agreement after the termination of the Participant’s Continuous Service for a reason other than death (which event will not give ris e to -acceleration of vesting as described in Section 5(f) above), then the Option or SAR may be exercised (to the extent the Participant was entitled -to exercise such Option or SAR as of the date of d eath) by the Participant’s estate, by a person who acquired the right to exercise the Option or -SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participa nt’s death, but only within the period -ending on the earlier of (A) the date 18 months following the date of death, or (B) the expiration of the term of such Option or SAR as set forth in -the Award Ag reement. If, after the Participant’s death, the Option or SAR is not exercised within the time specified herein or in the Award -Agreement (as applicable), the Option or SAR will terminate. -(k)Terminat ion for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement, or other individual written -agreement between the Company or any Affiliate and the Participant, if a Particip ant’s Continuous Service is terminated for Cause, the Option or -SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from ex ercising -his or her Option or SAR from and after the time of such termination of Continuous Service.(l)Non-Exempt Employees. No Option or SAR granted to an Employee that is a non-exempt employee for p urposes of the Fair Labor -Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six (6) months following the date of -grant of the Option or SAR (al though the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity -Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporat e Transaction in which such Option or SAR is not assumed, -continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the -Parti cipant’s Award Agreement or in another agreement between the Participant and the Company, or, if no such definition, in accordance with -the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six -(6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non- exempt employee in -connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or -required for compliance with the Worke r Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection -with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the -provisions of this Section 5(k) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. -6.Provisions of Stock Awards other than Options and SARs. -(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as -the Board will deem appropriat e. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be -(x) held in book entry form subject to the Company’s instructions until any restrictions r elating to the Restricted Stock Award lapse; or -(y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of -Restricte d Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award -Agreements need not be identical, provided, however, that each Restricted Stock A ward Agreement will include (through incorporation of the -provisions hereof by reference in the Award Agreement or otherwise) the substance of each of the following provisions: -(i) Consideration. A Re stricted Stock Award may be awarded in consideration for (A) cash, check, bank draft, money order or -electronic funds transfer payable to the Company, (B) past services rendered to the Company or an A ffiliate, or (C) any other form of legal -consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. -(ii) Vesting. Shar es of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to the -Company in accordance with a vesting schedule to be determined by the Board; provided, however, that in all cases, in the event a Participant’s -Continuous Service terminates as a result of his or her death, then the Restricted Stock Award will become fully vested as of the date of -termination of Continuous Service. -(iii) Termination of Participant’s Continuous Service. In the event a Participant’s Continuous Service terminates, the Company -may receive via a forfeiture condition or a repurcha se right any or all of the shares of Common Stock held by the Participant which have not -vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreem ent. -(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by -the Participant only upon such terms and conditions as are set fo rth in the Restricted Stock Award Agreement, as the Board will determine in its -sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted -Stock Award Agreement. -(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and -conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to -time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that each -Restricted Stock Unit Award Agreement willinclude (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) the s ubstance of each of the following -provisions: -(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be -paid by the Participan t upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if -any) by the Participant for each share of Common Stock subject to a Restricte d Stock Unit Award may be paid in any form of legal consideration -that may be acceptable to the Board in its sole discretion and permissible under applicable law. -(ii) Vesting. At the time of the gran t of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the -vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate; provided, h owever, that in all cases, in the event a -Participant’s Continuous Service terminates as a result of his or her death, then the Restricted Stock Unit Award will become fully vested as of -the date of t ermination of Continuous Service. -(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any -combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award -Agreement. -(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, t he Board, as it deems appropriate, may -impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted -Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. -(v) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award -Agreeme nt, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous -Service. -(c)Performance Awards. -(i) Performance Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest -or exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may -require the completion of a specified period of Continuous Service. In the event a Participant’s Continuous Service terminates as a result of his -or her death, then the P erformance Stock Award will be deemed to have been earned at 100% of the target level of performance, will be fully -vested, as of the date of death, and shares thereunder will be issued promptly follo wing the date of death. The length of any Performance -Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such -Performance Goals h ave been attained will be conclusively determined by the Committee (or, to the extent that an Award is not intended to -qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent -permitted by applicable law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that cash may be -us ed in payment of Performance Stock Awards. -(ii) Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during -a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of -Continuous Service. The length of any Performance Period, the Performance Goals to be achieved duri ng the Performance Period, and the -measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, to -the extent that an Award is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Board), in its -sole discretion. The Board or the Committee, as applicable, may provide for or, subject to such terms and conditions as the Board or the -Committee, as applicable, may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a -specified date or event. The Board or the Committee, as applicable, may specify the form of payment of Performance Cash Awards, which may -be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as -the Board or theCommittee, as applicable, may specify, to be paid in whole or in part in cash or other property. In addition, t o the extent permitted by applicable -law and the applicable Award Agreement, the Board or the Committee, as applicable, may determine that Common Stock authorized under this -Plan may be used in paymen t of Performance Cash Awards, including additional shares in excess of the Performance Cash Award as an -inducement to hold shares of Common Stock. -(iii) Section 162(m) Compliance. Unless otherwise per mitted in compliance with the requirements of Section 162(m) of the Code -with respect to any Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance -Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after -the commencement of the applicable Performa nce Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any -event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Pr ior to the payment of any -compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will -certify the extent to which any Perfo rmance Goals and any other material terms under such Award have been satisfied (other than in cases -where such relate solely to the increase in the value of the Common Stock). With respect to any Awar d intended to qualify as “performance- -based compensation” under Section 162(m) of the Code, the Committee may reduce or eliminate the compensation or economic benefit due -upon the attainment of the a pplicable Performance Goals on the basis of any such further considerations as the Committee, in its sole discretion, -may determine. -(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, -including the appreciation in value thereof may be granted either alone or in addition to Stock Awards provided for under Section 5 and the -preceding provisions of this Section 6. Subject to the provisions of the Plan (including, but not limited to, Section 2(g)), the Board will have sole -and complete authority to determine the perso ns to whom and the time or times at which such Other Stock Awards will be granted, the number -of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awar ds and all other terms and -conditions of such Other Stock Awards; provided, however, that in all cases, in the event a Participant’s Continuous Service terminates as a -result of his or her death, then any Other Stock Awards held by such Participant will become fully vested as of the date of termination of -Continuous Service. -7.Covenants of the Company. -(a)Availability of Shares. During the terms o f the Stock Awards, the Company will keep available at all times the number of shares of -Common Stock reasonably required to satisfy such Stock Awards. -(b)Securities Law Compliance. The Company will s eek to obtain from each regulatory commission or agency having jurisdiction over the -Plan, or any offerings made under the Plan, such authority as may be required to grant Stock Awards and to issue an d sell shares of Common -Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities -Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award nor seek to obtain such approval if -the cost or efforts to obtain the approval is unreasonable in relation to the value of the ben efits to be provided under the Plan, as determined by -the Company in its sole discretion. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such -regulator y commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common -Stock under the Plan, the Company will be relieved from any liability for f ailure to issue and sell Common Stock upon exercise of such Stock -Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent iss uance of cash -or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities laws. -(c)No Obligation to Notify or Minimize Taxes. The Company will ha ve no duty or obligation to any Participant to advise such Participant -as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or othe rwise advise -such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. Neither the -Company nor any of its Affiliates has any duty or obligation to minimize the tax consequences of an Award to the holder of such Award.8.Miscellaneous. -(a)Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Awards will consti tute general funds of the Company. -(b)Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of an Award to any -Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the -instrument, certificate, or letter evidencing the Award is communicated to, or actually receiv ed or accepted by, the Participant. In the event that -the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., - exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the -papering of the Award Agreement, the corporate reco rds will control and the Participant will have no legally binding right to the incorrect term in -the Award Agreement. -(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to ha ve any of the rights of a holder with respect to, any -shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance -o f shares under, the Award pursuant to its terms and (ii) the issuance of the Common Stock subject to such Award has been entered into the -books and records of the Company. -(d)No Employment or Other Se rvice Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or -in connection with any Award granted pursuant to the Plan will confer upon any Participant any rig ht to continue to serve the Company or an -Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the -employment of an Employee with or without notice and with or without cause (provided in compliance with applicable local laws and the -Employee’s employment contract, if any), (ii) the service of a Consultant pur suant to the terms of such Consultant’s agreement with the -Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisi ons of -the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. -(e)Change in Time Commitment. In the event a Participant’s regular level of time commit ment in the performance of his or her services -for the Company or any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the -Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the -Board has the right in its sole discretion (provided in compliance wi th applicable local laws) to (i) make a corresponding reduction in the number -of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date o f such change in time -commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the -event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced. -(f)Incentive Stock Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) with respect to -which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company -and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing -Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise -do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option -Agree ment(s) or any Board or Committee resolutions related thereto. -(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any -Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business -matters and/or to employ a purchaser representative reasonably sat isfactory to the Company who is knowledgeable and experienced in financial -and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the me rits and risks of -exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock -subject to the Award for the Participant’ s own account and not with any present intention of selling or otherwisedistributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inope rative if (A) -the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently -effective registration statement under the Securiti es Act, or (B) as to any particular requirement, a determination is made by counsel for the -Company that such requirement need not be met in the circumstances under the then applicable securities laws . The Company may, upon -advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in -order to comply with applicable se curities laws, including, but not limited to, legends restricting the transfer of the Common Stock. -(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, i n its sole discretion, satisfy any -federal, state, foreign or local tax withholding obligation relating to an Award (including but not limited to income tax, social insurance -contributions, payment on account or any other taxes) by any of the following means (in addition to the Company’s right to withhold from any -compensation paid to the Participant by the Company or an Affiliate) or by a combina tion of such means: (i) causing the Participant to tender a -cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in -co nnection with the Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of -tax required to be withheld by law (or such other amount as may be necessary to avoid classification of the Stock Award as a liability for financial -accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the -Participant; or (v) by such other method as may be set forth in the Award Agreement. -(i)Electronic Delivery. Any reference herein to a “written” agreement or document will inc lude any agreement or document delivered -electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet. -(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock -or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs -and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the -Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise -providing services to the Company or an Affiliate. The Board is authorized to make deferrals of Awards and determine when, and in what annual -percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous S ervice, -and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. -(k)Compliance with Section 409A. Unless otherwise expressly prov ided for in an Award Agreement, the Plan and Award Agreements will -be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 4 09A of -the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted -hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will -incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to th e extent an -Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. -Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common -Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” und er Section 409A of the Code is a -“specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation -from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date -that is six (6) months following the date of such Participant’s “separation fro m service” or, if earlier, the date of the Participant’s death, unless -such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred wil l be paid in -a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.(l)Clawback/Recovery. All Awards granted under the Plan will be su bject to recoupment in accordance with any clawback policy that the -Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Compa ny’s -securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In -addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines -necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other -cash or property upon the occurrence of Cause. -9.Adjustments upon Changes in Common Stock; Other Corporate Events. -(a)Capitalization Adjustments. In the event of a Capitalizatio n Adjustment, the Board will appropriately and proportionately adjust: (i) the -class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum n umber of securities -that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c); (iii) the class(es) and maximum number of -securities that may be awarded to any per son pursuant to Section 3(d); and (iv) the class(es) and number of securities and price per share of -stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determinat ion will be final, binding and conclusive. -(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of -the Company, and up on ten (10) days prior written notice, all outstanding Stock Awards (other than Stock Awards consisting of vested and -outstanding shares of Common Stock not subject to the Company’s right of repurchas e or a forfeiture condition) will terminate immediately prior -to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or a forfe iture -condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing -Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, -exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expire d or terminated) -before the dissolution or liquidation is completed but contingent on its completion. -(c)Corporate Transaction. -(i) Stock Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate -Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or -continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate -Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Award s -may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such -Corporate Transaction. A surviving corporation or acquiring corpor ation (or its parent) may choose to assume or continue only a portion of a -Stock Award or substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Cu rrent Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent -company) does not assume or continu e any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and t hat are held by Participants whose -Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Corporate Transaction) be accelerated in full to a date prior to the e ffective time of such Corporate Transaction as the Board will determine -(or, if the Board will not determine such a date, to the date that is five business (5) days prior to the effective time of the Corporate Transaction), -and such StockAwards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate -Transaction). -(iii) Stock Awards Not Assumed Held by Persons other than Current Par ticipants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to -outstandi ng options and stock awards thereunder), in the event of a Corporate Transaction in which the surviving corporation or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are h eld by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vested and outstanding shares of Common -Stock not subject to the Company’s right of repurchase), upon advance written notice by the Company of at least five (5 ) business days to the -holders of such Stock Awards, will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, -however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may -continue to be exercised notwithstanding the Corporate Transaction. -(d)Change in Control. -(i) Sto ck Awards May Be Assumed. Except as otherwise stated in the Stock Award Agreement, in the event of a Change in -Control, any surviving corporation or acquiring corporation (or the surviving or acquirin g corporation’s parent company) may assume or continue -any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan -(including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in -Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be -assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in -Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or -substitute a similar stock award for only a portion of a Stock Award. -(ii) Stock Awards Not Assumed Held by Current Participants. Except as otherwise stated in the Stock Award Agreement -(including an option and stock award agreement subject to the terms of the Prior Plans, which terms remain applicable as to outstanding options -and stock awards thereunder), in the event of a Change in Control in which the surviving corporation or acquiring corporation ( or its parent -company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such outstanding Stock -Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Current Participants, the -vesting of such Stock Awards (and, if applicable, the time at which such Stock Awards may be exercised) will (contingent upon the effectiveness -of the Change in Control) be accelerated in full to a date prior to the effective time of such Change in Control as the Board will determine (or, if -the Board will n ot determine such a date, to the date that is five business (5) days prior to the effective time of the Change in Control), and such -Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Change in Control, and any reacquisition or -repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Change in -Control). -(iii) Stock Awards Not Assumed Held by Persons other than Current Participants. Except as otherwise stated in the Stock -Award Agreement (including an option and stock award agr eement subject to the terms of the Prior Plans, which terms remain applicable as to -outstanding options and stock awards thereunder), in the event of a Change in Control in which the surviving corpora tion or acquiring -corporation (or its parent company) does not assume or continue any or all outstanding Stock Awards or substitute similar stock awards for such -outstanding Stock Awards, then with re spect to Stock Awards that have not been assumed, continued or substituted and that are held by -persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at which such Stock Award may be -exercised) will not be accelerated and such Stock Awards (other than a Stock Award consisting of vestedand outstanding shares of Common Stock not subject to the Compan y’s right of repurchase), upon advance written notice by the Company of at -least five (5) business days to the holders of such Stock Awards, will terminate if not exercised (if applicable) prior to th e effective time of the -Change in Control; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will -not terminate and may continue to b e exercised notwithstanding the Change in Control. -(iv) Additional Provisions. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a -Change in Control a s may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written -agreement between the Company or any Affiliate and the Participant. A Stock Award may ves t as to all or any portion of the shares subject to the -Stock Award (i) immediately upon the occurrence of a Change in Control, whether or not such Stock Award is assumed, continued, or substituted -by a surviving or acquiring entity in the Change in Control, and/or (ii) in the event a Participant’s Continuous Service is terminated, actually or -constructively, within a designated period following t he occurrence of a Change in Control, but in the absence of such provision, no such -acceleration will occur. -10.Termination or Suspension of the Plan. -(a)Plan Term. Unless sooner terminated by the Boa rd pursuant to Section 2, the Plan will automatically terminate on the day before the -tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or a duly authorized Comm ittee, or (ii) the date the Plan is -approved by the stockholders of the Company. The Board may suspend the Plan at anytime. No Awards may be granted under the Plan while -the Plan is suspended or after it is terminated. -11.Effective Date of Plan. -This Plan will become effective on the Effective Date. -12.Choice of Law. -The law of the State of Delaware will govern all questions concerning the constru ction, validity and interpretation of this Plan, without regard -to that state’s conflict of laws rules. -13.Definitions. -As used in the Plan, the following definitions will apply to the capitalized ter ms indicated below: -(a)“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the -Securities Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the -foregoing definition. -(b)“Award” means a Stock Award or a Performance Cash Award. -(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an -Award. -(d)“Board” means the Board of Directors of the Company. -(e)“Capitalization A djustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject -to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, -consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating -divide nd, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is -used in Financial Accounting Standards Board Accounting St andards Codification Topic 718 (or any successor thereto). Notwithstanding the -foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment . -(f)“Cause” means (i) if a Participant is party to an agreement with the Company or an Affiliate that relates to equity awards and contains a -definition of “Cause,” the definition of “Cause” in the a pplicable agreement, or (ii) if a Participant is not party to any such agreement, such -Participant’s termination because of (A) any willful, material violation by theParticipant of any law or regulati on applicable to the business of the Company or an Affiliate, the Participant’s conviction for, or guilty plea to, a -felony or a crime involving moral turpitude, or any willful perpetration by the Par ticipant of a common law fraud, (B) the Participant’s commission -of an act of personal dishonesty that involves personal profit in connection with the Company or any other entity having a business rel ationship -with the Company, (C) any material breach by the Participant of any provision of any agreement or understanding between the Company or an -Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Officer, Director or Consultant to the Company or an -Affiliate, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such -Participant as an Employee, Officer, Director or Consultant of the Company or an Affiliate, other than as a result of having a Disability, or a -breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or an Affiliate and the -Participant, (D) the Participant’s disregard of the policies of th e Company or an Affiliate so as to cause loss, damage or injury to the property, -reputation or employees of the Company or an Affiliate, or (E) any other misconduct by the Participant that is material ly injurious to the financial -condition or business reputation of, or is otherwise materially injurious to, the Company or an Affiliate. -(g) “Change in Control” means the occurrence, in a single trans action or in a series of related transactions, of any one or more of the -following events: -(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company represent ing more than 50% -of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. -Notwithstanding the foregoing, a Cha nge in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company by -an investor, any affiliate thereof or any other Exchange Act Person that acquires the Compa ny’s securities in a transaction or series of related -transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (B) solely because - the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the -outstanding voting securities as a result of a repurchase or other acqu isition of voting securities by the Company reducing the number of shares -outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acqu isition of voting -securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, -assuming the repurchase or other acquisiti on had not occurred, increases the percentage of the then outstanding voting securities Owned by the -Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; -(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, -immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior -thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting -power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power -of the parent of the surviving Entit y in such merger, consolidation or similar transaction, in each case in substantially the same proportions as -their Ownership of the outstanding voting securities of the Company immediately prior to s uch transaction; -(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of -the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the -Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by -stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company -immediately prior to su ch sale, lease, license or other disposition; or -(iv) individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for -any reason to constitut e at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for -election) of any new Board member was approved orrecommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be -considered as a member of the Incumbent Board. -For purposes of determining voting p ower under the term Change in Control, voting power will be calculated by assuming the conversion of -all equity securities convertible (immediately or at some future time) into shares entitled to vote , but not assuming the exercise of any warrant or -right to subscribe to or purchase those shares. In addition, (A) the term Change in Control will not include a sale of assets, merger or other -transac tion effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any -analogous term) in an individual written agreement between the Co mpany or any Affiliate and the Participant will supersede the foregoing -definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or an y analogous term -is set forth in such an individual written agreement, the foregoing definition will apply; provided, further, that no Change in Control will be deemed -to occur upon announcement or co mmencement of a tender offer or upon a potential takeover or upon stockholder approval of a merger or other -transaction, in each case without a requirement that the Change in Control actually occur. -I f required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such -transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of -the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition -thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to -the definition of “Change in Control” under Section 409A of the Code and the regulations thereunder. -(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. -(i)“Committee” me ans a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with -Section 2(c). -(j)“Common Stock” means the common stock of the Company. -(k)“Company” me","Based on the analysis of Nvidia's 10-K report, several areas can be identified for potential cost savings, operational efficiencies, and expense minimization to enhance profitability. Here are the key findings and recommendations: - -### 1. **Cost of Revenue Management** -- **Current Situation**: The cost of revenue has decreased from 29.9% to 24.9% year-over-year, indicating improved efficiency in production and sales. -- **Recommendation**: Continue to optimize supply chain management and negotiate better terms with suppliers to further reduce costs. Implementing just-in-time inventory systems could minimize excess inventory costs. - -### 2. **Research and Development (R&D) Expenses** -- **Current Situation**: R&D expenses have increased significantly, accounting for 10.3% of revenue, up from 15.1% a year ago. This reflects a strategic investment in innovation, particularly in AI and GPU technologies. -- **Recommendation**: While maintaining a strong focus on innovation, consider prioritizing projects with the highest potential return on investment. Implementing a more rigorous project evaluation process could help in reallocating resources to the most promising initiatives. - -### 3. **Sales, General, and Administrative (SG&A) Expenses** -- **Current Situation**: SG&A expenses have decreased from 4.7% to 2.8% of revenue, indicating improved efficiency in administrative functions. -- **Recommendation**: Continue to streamline administrative processes through automation and digital transformation. Regularly review vendor contracts and service agreements to ensure competitive pricing and service levels. - -### 4. **Stock-Based Compensation** -- **Current Situation**: The increase in stock-based compensation is a significant factor in the rise of operating expenses. -- **Recommendation**: Consider revising the stock compensation structure to align more closely with performance metrics. This could help control costs while still incentivizing employees effectively. - -### 5. **Inventory Management** -- **Current Situation**: Provisions for inventory and excess inventory purchase obligations have been substantial, indicating challenges in inventory management. -- **Recommendation**: Implement advanced inventory management systems that utilize predictive analytics to better align inventory levels with demand forecasts. This could reduce excess inventory and associated costs. - -### 6. **Geographic Revenue Concentration** -- **Current Situation**: A significant portion of revenue (57%) comes from international markets, which may expose Nvidia to geopolitical risks and currency fluctuations. -- **Recommendation**: Diversify the customer base geographically to mitigate risks. Explore opportunities in emerging markets where demand for AI and GPU technologies is growing. - -### 7. **Tax Efficiency** -- **Current Situation**: The effective tax rate has increased, impacting net income. -- **Recommendation**: Engage in tax planning strategies to optimize the tax burden. This could include utilizing available tax credits, deductions, and incentives related to R&D and international operations. - -### 8. **Debt Management** -- **Current Situation**: Nvidia has a manageable level of debt, but interest expenses could be optimized. -- **Recommendation**: Consider refinancing existing debt at lower interest rates if market conditions allow. This could reduce interest expenses and improve cash flow. - -### 9. **Operational Efficiency through Technology** -- **Current Situation**: Nvidia is investing heavily in AI and automation technologies. -- **Recommendation**: Continue to leverage AI and machine learning to enhance operational efficiencies across all departments, from manufacturing to customer service. This could lead to significant cost savings and improved service delivery. - -### Conclusion -By focusing on these areas, Nvidia can further enhance its profitability while maintaining its competitive edge in the rapidly evolving technology landscape. Continuous monitoring and adjustment of strategies will be essential to adapt to market changes and internal performance metrics.",2024-08-31T16:29:38.893132 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a.csv alias b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:29:38.893132_run_id_86f06cde4402456aad89740bfb37522a.csv alias deleted file mode 100644 index 3314aeaf80e1c1b1385c62437135786a182145fa..0000000000000000000000000000000000000000 GIT binary patch literal 0 HcmV?d00001 literal 1124 zcmbW0zi-n}5XYa>6sXi8ZIOytun-%h{#nP4D$!IX0#SYl62wp`a$-lZ+9Z{o60sHj z0WvYMFn|~s`v+tpVql2G#?-ANU6_yv-*eBTWkQ^EzR%sgckkWvd-ZO2TR_@glvo=~ zdLv8GY>vJplXY#azcDJEc*x8^;mp7i%)&^L5Y;${V(=XMao>yDajoyeKhH5Yh_`#) zU2*Qr7$Kgf{%#a_e%uOzUM-nl(^cKft9IVdDwrDwce~7g;ibmRvPiMi&P(rQd2V2gu2iQ^a7N6ddD56{@b6_;57gK zFaP?(EV`cNw+0cPg`OM2aGAn zdD8;v{!Vr`&Hdo|5`I84+zE<`qRi8L#P4~Hu+!_tE%~;a&KHB1uaCH1vZqfUUX9>i z<2gpbuykuf&6moz%)DusR^BOVAk!|C9Zl6;*GTvOg62TKFP*g%qxBWo%gpy5S08P< z-Ns%!==ARR_=L?ci0%f@r@b6~nfuo}q3DkCUw6Ww{ouU)PFM#f`zL!^(lf>tx(WG{ zlF`$z$z($Pkt{>$#T+Ca-UOJ&kmSId%6sXi8ZIOalun-%h{!HRTl^|7!f+!z?1Ti34PV6XFo20T+BDR9q z>BPjs078h7g)K`X28Qe`-5BY@fRG6PbI&AYsyOL9nH6ORW~!Ll`*uMmMa?hqM@#;R>9IWJJ{*kzH95IsySLK zn=7bUGhfgfEsH)4BkN>!&uy+Y!^dZ-J{F~>WT*)(Lu=48Q0nOocNqJxe^G1%cW`TKK}N0 zS|Hxv(e9?XA6#F;4`}&YUQtn$MVgQJEvM;s`@OI&SIhByvG?rdH?9}$Y5(1e5&TO$ z$H*HwJ-4oAN|ozo#x%@arclv9rj@T0G*vH`jd=f0X%6)J%5h6ET3>-Z&wTrS{oY2o z*WBrN-Tn<1AHU^$!A7EXF66eF+v*PSqEKR9o<>ojcte8#v!S0R5> zGJ5(wnM|lZk~EZF%*V*Xn*h@ok`#D@`5JhQxd!et*Jtfji=*NV7iMW=|dsfT=OFM MGqaTtyN{Uv03Rrq5&!@I diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306 2.csv deleted file mode 100644 index 99296c1f2..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306 2.csv +++ /dev/null @@ -1,597 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Twitter-Swarms-Agent,,"🚀 Unleash the power of collaboration with the Swarms Python framework! 🌐 Orchestrate swarms of LLM agents effortlessly and boost your AI projects to new heights. Perfect for developers looking to enhance efficiency and innovation! 🤖✨ #Python #AI #MachineLearning #DevTools - -🔗 Explore Swarms: https://github.com/kyegomez/swarms - ---- - -🤖💡 Want to harness the collective intelligence of LLM agents? With Swarms, you can easily manage and scale your AI workflows! Perfect for developers ready to level up their projects! 🚀 #AI #Python #DevCommunity - -🔗 Check it out: https://github.com/kyegomez/swarms - ---- - -🔍 Dive into the future of AI with Swarms! 🐝 Orchestrate multiple LLM agents in one seamless framework and watch your productivity soar. Ideal for tackling complex problems with ease! #AI #Python #DataScience #DevTools - -🔗 Learn more: https://github.com/kyegomez/swarms - ---- - -🌟 Boost your AI capabilities with Swarms! 🐝 Effortlessly orchestrate swarms of LLM agents to tackle challenges head-on. Embrace the future of collaborative intelligence! 🤖✨ #Python #AI #Innovation #Tech - -🔗 Discover more: https://github.com/kyegomez/swarms - ---- - -🔗 Ready to take your AI projects to the next level? With Swarms, managing LLM agents has never been easier! 🌐 Join the developer revolution and start building smarter solutions today! 🚀 #Python #AI #DeveloperTools - -🔗 Explore here: https://github.com/kyegomez/swarms🐝✨ Say hello to Swarms! The Python framework that empowers you to orchestrate swarms of LLM agents effortlessly! 🚀🌐 Perfect for developers keen on maximizing productivity! #Python #AI #DevTools - -🔗 Discover more: https://github.com/kyegomez/swarms - ---- - -💡 Want to streamline your AI workflows? With Swarms, you can coordinate multiple LLM agents and kickstart innovation! Elevate your development game today! 🤖🚀 #AI #Python #MachineLearning - -🔗 Learn more: https://github.com/kyegomez/swarms - ---- - -🚀 Dive into collaborative intelligence! Swarms allows you to manage swarms of LLM agents seamlessly. Tackle complex challenges with ease and efficiency! 🐝 #AI #DataScience #Python #DevCommunity - -🔗 Check it out: https://github.com/kyegomez/swarms - ---- - -🌟 Turn complexity into simplicity with Swarms! Orchestrate LLM agents to work together towards common goals, boosting your AI capabilities! 🤖✨ #Innovation #Python #AI - -🔗 Explore here: https://github.com/kyegomez/swarms - ---- - -🌐 Ready to elevate your AI projects? Swarms makes it easy to manage and scale LLM agents! Join the developer community pushing boundaries! 🚀 #Python #DeveloperTools #AI - -🔗 Discover more: https://github.com/kyegomez/swarms",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Instagram-Swarms-Agent,,"### Instagram Content Plan for Swarms Python Framework - -**Visual Concept** -1. **Carousel Post (4 slides)**: - - **Slide 1**: Eye-catching graphic of the Swarms logo with a tech-themed background (think circuit boards or AI visuals). - - **Caption**: ""Unleash the power of orchestration with Swarms! 🌐✨"" - - **Slide 2**: Infographic showing how Swarms orchestrates multiple LLM agents, with icons representing agents working together. - - **Caption**: ""Orchestrate multiple LLM agents seamlessly! 🤖🤝"" - - **Slide 3**: A code snippet showing a simple implementation of Swarms in Python, with annotations highlighting key features. - - **Caption**: ""Code made simple! Dive into the Swarms framework and transform your AI projects. 💻🔍"" - - **Slide 4**: A user testimonial or quote about the ease of use and effectiveness of Swarms. - - **Caption**: ""Hear it from our users: 'Swarms has revolutionized the way I build AI solutions!' 🗣️💡"" - -**Instagram Captions** -- **Main Caption**: - ""🚀 Ready to take your AI projects to the next level? Discover the Swarms Python framework! With its powerful orchestration capabilities, you can manage and scale LLM agents like never before. 💪✨ - - Check out our GitHub for more info! 🔗 [Link in Bio] - - #Swarms #Python #AI #MachineLearning #LLM #TechInnovation #AIOrchestration #OpenSource #Developers #TechCommunity"" - -**Hashtags** -- #Swarms -- #Python -- #AI -- #MachineLearning -- #LLM -- #TechInnovation -- #AIOrchestration -- #OpenSource -- #Developers -- #TechCommunity -- #Coding -- #DataScience -- #ArtificialIntelligence - -### Additional Content Ideas - -**Reels/Short Video**: -- Create a quick 30-second video showcasing the setup of a simple Swarms project, with a voiceover explaining the steps and benefits. - - **Caption**: ""In just 30 seconds, see how easy it is to orchestrate LLM agents with Swarms! 🚀 #Swarms"" - -**Story Highlights**: -- Create a highlight titled ""Swarms"" with: - - Behind-the-scenes content on development. - - User testimonials. - - Quick tips for using the framework. - - Code snippets with explanations. - -**Engagement Strategy**: -- Run a poll asking followers what their biggest challenges are in AI development. -- Encourage users to share their projects using Swarms and tag the official account for a feature. - -By leveraging visually appealing content and engaging captions, this strategy aims to attract a tech-savvy audience and promote the Swarms Python framework effectively on Instagram.### Instagram Content Plan for Swarms Python Framework - -**Visual Concept** -1. **Carousel Post (4 slides)**: - - **Slide 1**: - - **Visual**: A sleek graphic featuring the Swarms logo against a futuristic tech background (circuit patterns, neural networks). - - **Caption**: ""Unleash the power of orchestration with Swarms! 🌐✨"" - - **Slide 2**: - - **Visual**: An infographic illustrating the orchestration of multiple LLM agents, with engaging icons and flow diagrams. - - **Caption**: ""Orchestrate multiple LLM agents seamlessly! 🤖🤝"" - - **Slide 3**: - - **Visual**: A visually appealing code snippet showcasing a simple implementation of Swarms in Python, with highlighted annotations. - - **Caption**: ""Code made simple! Dive into the Swarms framework and transform your AI projects. 💻🔍"" - - **Slide 4**: - - **Visual**: A stylized quote graphic featuring a user testimonial about Swarms. - - **Caption**: ""Hear it from our users: 'Swarms has revolutionized the way I build AI solutions!' 🗣️💡"" - -**Instagram Captions** -- **Main Caption**: - ""🚀 Ready to take your AI projects to the next level? Discover the Swarms Python framework! With its powerful orchestration capabilities, you can manage and scale LLM agents like never before. 💪✨ - - Check out our GitHub for more info! 🔗 [Link in Bio] - - #Swarms #Python #AI #MachineLearning #LLM #TechInnovation #AIOrchestration #OpenSource #Developers #TechCommunity"" - -**Hashtags** -- #Swarms -- #Python -- #AI -- #MachineLearning -- #LLM -- #TechInnovation -- #AIOrchestration -- #OpenSource -- #Developers -- #TechCommunity -- #Coding -- #DataScience -- #ArtificialIntelligence - -### Additional Content Ideas - -**Reels/Short Video**: -- **Concept**: A dynamic 30-second video showing the setup of a simple Swarms project, featuring a voiceover that explains each step and its benefits. - - **Caption**: ""In just 30 seconds, see how easy it is to orchestrate LLM agents with Swarms! 🚀 #Swarms"" - -**Story Highlights**: -- **Highlight Title**: ""Swarms"" - - **Content Ideas**: - - Behind-the-scenes content on development. - - User testimonials and success stories. - - Quick tips for using the framework effectively. - - Code snippets with brief explanations. - -**Engagement Strategy**: -- **Poll**: Create an interactive poll asking followers about their biggest challenges in AI development (e.g., ""What’s your biggest hurdle in AI? A) Data Management B) Model Training C) Deployment""). -- **User-Generated Content**: Encourage users to share their projects using Swarms and tag the official account for a chance to be featured on the page. - -By implementing this visually appealing and engaging content strategy, the goal is to attract a tech-savvy audience and effectively promote the Swarms Python framework on Instagram.",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Facebook-Swarms-Agent,,"### Facebook Post 1: Introduction to Swarms - -🚀 **Unlock the Future of AI with Swarms!** 🌐 - -Are you ready to elevate your AI game? Meet **Swarms**, the cutting-edge Python framework designed for orchestrating LLM (Large Language Model) agents! Whether you're a developer looking to enhance your projects or a business aiming to leverage AI solutions, Swarms offers the tools you need to innovate. - -🔍 **Key Features:** -- Seamless orchestration of multiple LLM agents -- Easy-to-use API for rapid development -- Scalable architecture for growing projects - -💡 **Why Swarms?** -Transform how you build and deploy AI applications. With Swarms, you can create intelligent systems that communicate, collaborate, and solve complex problems efficiently. - -👉 Dive into the code and start your journey here: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include an eye-catching image showcasing the Swarms logo or a diagram of its architecture)* - ---- - -### Facebook Post 2: Use Cases for Businesses - -🔗 **Revolutionize Your Business with Swarms!** 💼✨ - -Are you a business looking to harness the power of AI? With the **Swarms Python framework**, you can orchestrate multiple LLM agents to boost productivity, enhance customer interactions, and drive innovation. - -🚀 **Use Cases:** -- **Customer Support**: Deploy intelligent chatbots that understand and respond to customer queries with ease. -- **Content Creation**: Generate high-quality content at scale by coordinating multiple language models. -- **Data Analysis**: Analyze vast datasets and generate actionable insights through collaborative LLM agents. - -Join the AI revolution today! Explore Swarms and see how it can transform your business operations. - -👉 Learn more and get started: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a visually appealing infographic depicting different use cases of Swarms in business)* - ---- - -### Facebook Post 3: Developer Community Engagement - -👩‍💻 **Calling All Developers! Join the Swarms Community!** 🚀 - -Are you passionate about AI and looking for a new project? The **Swarms Python framework** is here to help you orchestrate LLM agents like never before. Collaborate with fellow developers, share your experiences, and contribute to the growing ecosystem of AI solutions. - -🤝 **Get Involved:** -- Share your projects built with Swarms -- Contribute to the codebase on GitHub -- Participate in discussions and help shape the future of the framework - -🔗 Check out the Swarms framework and become part of an innovative community: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a community-focused image, perhaps a collaborative workspace or a group of developers coding together)* - ---- - -### Facebook Post 4: Success Stories & Testimonials - -🌟 **Success Stories with Swarms!** 📈 - -Discover how businesses and developers are leveraging the **Swarms Python framework** to orchestrate LLM agents and achieve remarkable results. - -📣 **Testimonials:** -- ""Swarms made it easy for us to enhance our customer support with intelligent chatbots!"" – [Client Name] -- ""The scalability of Swarms allowed us to grow our AI capabilities without the hassle."" – [Developer Name] - -Are you ready to join the ranks of innovators? Explore Swarms and see what it can do for you! - -👉 Visit our GitHub for more information: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a collage of success stories or quotes from users)* - ---- - -These posts should effectively engage your target audience and encourage them to explore the Swarms Python framework for their AI needs!### Facebook Post 1: Introduction to Swarms - -🚀 **Unlock the Future of AI with Swarms!** 🌐 - -Are you ready to elevate your AI game? Meet **Swarms**, the cutting-edge Python framework designed for orchestrating LLM (Large Language Model) agents! Whether you're a developer looking to enhance your projects or a business aiming to leverage AI solutions, Swarms offers the tools you need to innovate. - -🔍 **Key Features:** -- Seamless orchestration of multiple LLM agents -- Easy-to-use API for rapid development -- Scalable architecture for growing projects - -💡 **Why Swarms?** -Transform how you build and deploy AI applications. With Swarms, you can create intelligent systems that communicate, collaborate, and solve complex problems efficiently. - -👉 Dive into the code and start your journey here: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include an eye-catching image showcasing the Swarms logo or a diagram of its architecture)* - ---- - -### Facebook Post 2: Use Cases for Businesses - -🔗 **Revolutionize Your Business with Swarms!** 💼✨ - -Are you a business looking to harness the power of AI? With the **Swarms Python framework**, you can orchestrate multiple LLM agents to boost productivity, enhance customer interactions, and drive innovation. - -🚀 **Use Cases:** -- **Customer Support**: Deploy intelligent chatbots that understand and respond to customer queries with ease. -- **Content Creation**: Generate high-quality content at scale by coordinating multiple language models. -- **Data Analysis**: Analyze vast datasets and generate actionable insights through collaborative LLM agents. - -Join the AI revolution today! Explore Swarms and see how it can transform your business operations. - -👉 Learn more and get started: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a visually appealing infographic depicting different use cases of Swarms in business)* - ---- - -### Facebook Post 3: Developer Community Engagement - -👩‍💻 **Calling All Developers! Join the Swarms Community!** 🚀 - -Are you passionate about AI and looking for a new project? The **Swarms Python framework** is here to help you orchestrate LLM agents like never before. Collaborate with fellow developers, share your experiences, and contribute to the growing ecosystem of AI solutions. - -🤝 **Get Involved:** -- Share your projects built with Swarms -- Contribute to the codebase on GitHub -- Participate in discussions and help shape the future of the framework - -🔗 Check out the Swarms framework and become part of an innovative community: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a community-focused image, perhaps a collaborative workspace or a group of developers coding together)* - ---- - -### Facebook Post 4: Success Stories & Testimonials - -🌟 **Success Stories with Swarms!** 📈 - -Discover how businesses and developers are leveraging the **Swarms Python framework** to orchestrate LLM agents and achieve remarkable results. - -📣 **Testimonials:** -- ""Swarms made it easy for us to enhance our customer support with intelligent chatbots!"" – [Client Name] -- ""The scalability of Swarms allowed us to grow our AI capabilities without the hassle."" – [Developer Name] - -Are you ready to join the ranks of innovators? Explore Swarms and see what it can do for you! - -👉 Visit our GitHub for more information: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a collage of success stories or quotes from users)* - ---- - -These posts should effectively engage your target audience and encourage them to explore the Swarms Python framework for their AI needs!",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,LinkedIn-Swarms-Agent,,"🚀 Exciting News for Developers and Enterprises! 🚀 - -Are you looking to harness the power of large language models (LLMs) in your applications? Meet **Swarms**, the innovative Python framework designed to orchestrate swarms of LLM agents effortlessly! 🌐🤖 - -With Swarms, you can: - -✅ **Enhance Collaboration**: Orchestrate multiple LLM agents to work together, improving efficiency and output quality. -✅ **Scalable Solutions**: Easily scale your applications by managing numerous agents simultaneously, tailored to enterprise needs. -✅ **Simplified Integration**: Streamline the integration of LLM capabilities into your existing tech stack with our user-friendly interface. - -Whether you're a developer aiming to create cutting-edge applications or an enterprise looking to leverage AI for competitive advantage, Swarms is your go-to solution. - -🔗 Explore the Swarms framework on GitHub: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -Let’s revolutionize the way we interact with AI! 💡 - -#B2B #TechSolutions #AI #MachineLearning #Python #LLM #Swarms #EnterpriseTech #DeveloperTools #Innovation #OpenSource - ---- - -Feel free to reach out if you have any questions or want to discuss how Swarms can fit into your project!🚀 **Unlock the Future of AI with Swarms!** 🚀 - -Are you ready to take your applications to the next level? Introducing **Swarms**, the cutting-edge Python framework that allows you to orchestrate swarms of large language model (LLM) agents with ease! 🌐🤖 - -**Why Choose Swarms?** - -✅ **Collaborative Power**: Enable multiple LLM agents to collaborate seamlessly, boosting productivity and enhancing the quality of your outputs. - -✅ **Scalability at Its Best**: Scale your applications effortlessly by managing a multitude of agents simultaneously, perfectly suited for enterprise-grade demands. - -✅ **Effortless Integration**: Integrate LLM capabilities into your existing tech stack without the hassle, thanks to our intuitive interface. - -Whether you're a developer aiming to innovate or an enterprise seeking a competitive edge through AI, Swarms is your ultimate toolkit. - -🔗 Discover more about the Swarms framework on GitHub: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -Let’s transform the way we leverage AI technology! 💡 - -#B2B #TechSolutions #AI #MachineLearning #Python #LLM #Swarms #EnterpriseTech #DeveloperTools #Innovation #OpenSource #ArtificialIntelligence - ---- - -Have questions or want to explore how Swarms can elevate your projects? Don’t hesitate to reach out!",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Email-Swarms-Agent,,"### Email Campaign for Swarms Python Framework - -#### Subject Line Ideas: -1. 🚀 Supercharge Your AI Projects with Swarms! -2. Unlock the Power of Distributed Systems with Swarms -3. 🌟 Transform Your Python Experience: Meet Swarms -4. Ready to Revolutionize Your AI Development? Try Swarms! -5. Discover Swarms: The Future of Python Frameworks -6. Why Every Developer Needs Swarms in Their Toolkit -7. 🚀 Elevate Your Code: Harness the Power of Swarms Today! - -#### Email Body: - -**Email 1: Introduction to Swarms** - -**Subject:** 🚀 Supercharge Your AI Projects with Swarms! - -**Hi [First Name],** - -Are you ready to take your AI projects to the next level? Meet **Swarms**, the innovative Python framework designed specifically for developers like you, who are looking to enhance their distributed systems capabilities. - -With Swarms, you can: -- **Simplify Your Development:** Focus on building features, not infrastructure. -- **Scale Effortlessly:** Easily manage thousands of agents simultaneously. -- **Boost Performance:** Achieve faster processing with intelligent task distribution. - -🌟 **Join the growing community of developers leveraging Swarms for their projects!** - -**👉 [Install Swarms Now](https://github.com/kyegomez/swarms)** - -Let’s revolutionize the way you build AI solutions! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -**Email 2: Success Stories** - -**Subject:** Ready to Revolutionize Your AI Development? Try Swarms! - -**Hi [First Name],** - -Curious how Swarms is transforming the landscape for developers? Here are some success stories from your peers who have integrated Swarms into their workflows: - -- **Case Study 1:** A leading tech company reduced processing time by 50% by using Swarms for their distributed tasks. -- **Case Study 2:** A data scientist leveraged Swarms to manage and scale simulations, resulting in a 30% increase in productivity. - -Imagine the possibilities for your projects! - -**👉 [Get Started with Swarms](https://github.com/kyegomez/swarms)** - -Let’s make your next project a success! - -Cheers, -[Your Name] -[Your Position] -Swarms Team - ---- - -**Email 3: Feature Highlight** - -**Subject:** Unlock the Power of Distributed Systems with Swarms - -**Hi [First Name],** - -Did you know that Swarms offers a unique feature set designed to enhance your development experience? Here’s what you can look forward to: - -- **Dynamic Agent Management:** Easily create and manage agents for scalable applications. -- **Built-in Integration:** Seamlessly integrate with your existing Python projects. -- **Comprehensive Documentation:** Get up and running in no time with our detailed guides. - -Don’t miss out on the opportunity to elevate your coding game! - -**👉 [Explore Swarms Features](https://github.com/kyegomez/swarms)** - -Let’s build something amazing together! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -**Email 4: Community Engagement** - -**Subject:** Discover Swarms: The Future of Python Frameworks - -**Hi [First Name],** - -Join our vibrant community of developers who are pushing the boundaries of AI and distributed systems with Swarms. - -- **Collaborate:** Connect with like-minded developers. -- **Contribute:** Help us improve Swarms with your feedback and contributions. -- **Learn:** Access exclusive webinars and tutorials to enhance your skills. - -Be a part of the movement that’s redefining Python frameworks! - -**👉 [Join the Swarms Community](https://github.com/kyegomez/swarms)** - -Looking forward to seeing you there! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Call-to-Action Strategies: -1. **Clear Links:** Ensure each email includes prominent links to the Swarms GitHub page for easy installation. -2. **Highlight Benefits:** Use bullet points to showcase key features and benefits of Swarms. -3. **Community Engagement:** Encourage recipients to join community forums or discussion groups to foster collaboration. -4. **Follow-Up:** Send reminders or follow-up emails to those who clicked but did not install, offering assistance or additional resources. - -By focusing on the needs of developers and AI engineers, these emails will effectively promote the Swarms Python framework, driving conversions and encouraging installation and usage.### Email Campaign for Swarms Python Framework - -#### Subject Line Ideas: -1. 🚀 Supercharge Your AI Projects with Swarms! -2. Unlock the Power of Distributed Systems with Swarms -3. 🌟 Transform Your Python Experience: Meet Swarms -4. Ready to Revolutionize Your AI Development? Try Swarms! -5. Discover Swarms: The Future of Python Frameworks -6. Why Every Developer Needs Swarms in Their Toolkit -7. 🚀 Elevate Your Code: Harness the Power of Swarms Today! - ---- - -### Email 1: Introduction to Swarms - -**Subject:** 🚀 Supercharge Your AI Projects with Swarms! - -**Hi [First Name],** - -Are you ready to take your AI projects to the next level? Meet **Swarms**, the innovative Python framework designed specifically for developers like you, who are looking to enhance their distributed systems capabilities. - -With Swarms, you can: -- **Simplify Your Development:** Focus on building features, not infrastructure. -- **Scale Effortlessly:** Easily manage thousands of agents simultaneously. -- **Boost Performance:** Achieve faster processing with intelligent task distribution. - -🌟 **Join the growing community of developers leveraging Swarms for their projects!** - -**👉 [Install Swarms Now](https://github.com/kyegomez/swarms)** - -Let’s revolutionize the way you build AI solutions! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Email 2: Success Stories - -**Subject:** Ready to Revolutionize Your AI Development? Try Swarms! - -**Hi [First Name],** - -Curious how Swarms is transforming the landscape for developers? Here are some success stories from your peers who have integrated Swarms into their workflows: - -- **Case Study 1:** A leading tech company reduced processing time by 50% by using Swarms for their distributed tasks. -- **Case Study 2:** A data scientist leveraged Swarms to manage and scale simulations, resulting in a 30% increase in productivity. - -Imagine the possibilities for your projects! - -**👉 [Get Started with Swarms](https://github.com/kyegomez/swarms)** - -Let’s make your next project a success! - -Cheers, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Email 3: Feature Highlight - -**Subject:** Unlock the Power of Distributed Systems with Swarms - -**Hi [First Name],** - -Did you know that Swarms offers a unique feature set designed to enhance your development experience? Here’s what you can look forward to: - -- **Dynamic Agent Management:** Easily create and manage agents for scalable applications. -- **Built-in Integration:** Seamlessly integrate with your existing Python projects. -- **Comprehensive Documentation:** Get up and running in no time with our detailed guides. - -Don’t miss out on the opportunity to elevate your coding game! - -**👉 [Explore Swarms Features](https://github.com/kyegomez/swarms)** - -Let’s build something amazing together! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Email 4: Community Engagement - -**Subject:** Discover Swarms: The Future of Python Frameworks - -**Hi [First Name],** - -Join our vibrant community of developers who are pushing the boundaries of AI and distributed systems with Swarms. - -- **Collaborate:** Connect with like-minded developers. -- **Contribute:** Help us improve Swarms with your feedback and contributions. -- **Learn:** Access exclusive webinars and tutorials to enhance your skills. - -Be a part of the movement that’s redefining Python frameworks! - -**👉 [Join the Swarms Community](https://github.com/kyegomez/swarms)** - -Looking forward to seeing you there! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Call-to-Action Strategies: -1. **Clear Links:** Ensure each email includes prominent links to the Swarms GitHub page for easy installation. -2. **Highlight Benefits:** Use bullet points to showcase key features and benefits of Swarms. -3. **Community Engagement:** Encourage recipients to join community forums or discussion groups to foster collaboration. -4. **Follow-Up:** Send reminders or follow-up emails to those who clicked but did not install, offering assistance or additional resources. - -By focusing on the needs of developers and AI engineers, these emails will effectively promote the Swarms Python framework, driving conversions and encouraging installation and usage.",2024-08-31T16:44:12.388794 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306.csv deleted file mode 100644 index 99296c1f2..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306.csv +++ /dev/null @@ -1,597 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Twitter-Swarms-Agent,,"🚀 Unleash the power of collaboration with the Swarms Python framework! 🌐 Orchestrate swarms of LLM agents effortlessly and boost your AI projects to new heights. Perfect for developers looking to enhance efficiency and innovation! 🤖✨ #Python #AI #MachineLearning #DevTools - -🔗 Explore Swarms: https://github.com/kyegomez/swarms - ---- - -🤖💡 Want to harness the collective intelligence of LLM agents? With Swarms, you can easily manage and scale your AI workflows! Perfect for developers ready to level up their projects! 🚀 #AI #Python #DevCommunity - -🔗 Check it out: https://github.com/kyegomez/swarms - ---- - -🔍 Dive into the future of AI with Swarms! 🐝 Orchestrate multiple LLM agents in one seamless framework and watch your productivity soar. Ideal for tackling complex problems with ease! #AI #Python #DataScience #DevTools - -🔗 Learn more: https://github.com/kyegomez/swarms - ---- - -🌟 Boost your AI capabilities with Swarms! 🐝 Effortlessly orchestrate swarms of LLM agents to tackle challenges head-on. Embrace the future of collaborative intelligence! 🤖✨ #Python #AI #Innovation #Tech - -🔗 Discover more: https://github.com/kyegomez/swarms - ---- - -🔗 Ready to take your AI projects to the next level? With Swarms, managing LLM agents has never been easier! 🌐 Join the developer revolution and start building smarter solutions today! 🚀 #Python #AI #DeveloperTools - -🔗 Explore here: https://github.com/kyegomez/swarms🐝✨ Say hello to Swarms! The Python framework that empowers you to orchestrate swarms of LLM agents effortlessly! 🚀🌐 Perfect for developers keen on maximizing productivity! #Python #AI #DevTools - -🔗 Discover more: https://github.com/kyegomez/swarms - ---- - -💡 Want to streamline your AI workflows? With Swarms, you can coordinate multiple LLM agents and kickstart innovation! Elevate your development game today! 🤖🚀 #AI #Python #MachineLearning - -🔗 Learn more: https://github.com/kyegomez/swarms - ---- - -🚀 Dive into collaborative intelligence! Swarms allows you to manage swarms of LLM agents seamlessly. Tackle complex challenges with ease and efficiency! 🐝 #AI #DataScience #Python #DevCommunity - -🔗 Check it out: https://github.com/kyegomez/swarms - ---- - -🌟 Turn complexity into simplicity with Swarms! Orchestrate LLM agents to work together towards common goals, boosting your AI capabilities! 🤖✨ #Innovation #Python #AI - -🔗 Explore here: https://github.com/kyegomez/swarms - ---- - -🌐 Ready to elevate your AI projects? Swarms makes it easy to manage and scale LLM agents! Join the developer community pushing boundaries! 🚀 #Python #DeveloperTools #AI - -🔗 Discover more: https://github.com/kyegomez/swarms",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Instagram-Swarms-Agent,,"### Instagram Content Plan for Swarms Python Framework - -**Visual Concept** -1. **Carousel Post (4 slides)**: - - **Slide 1**: Eye-catching graphic of the Swarms logo with a tech-themed background (think circuit boards or AI visuals). - - **Caption**: ""Unleash the power of orchestration with Swarms! 🌐✨"" - - **Slide 2**: Infographic showing how Swarms orchestrates multiple LLM agents, with icons representing agents working together. - - **Caption**: ""Orchestrate multiple LLM agents seamlessly! 🤖🤝"" - - **Slide 3**: A code snippet showing a simple implementation of Swarms in Python, with annotations highlighting key features. - - **Caption**: ""Code made simple! Dive into the Swarms framework and transform your AI projects. 💻🔍"" - - **Slide 4**: A user testimonial or quote about the ease of use and effectiveness of Swarms. - - **Caption**: ""Hear it from our users: 'Swarms has revolutionized the way I build AI solutions!' 🗣️💡"" - -**Instagram Captions** -- **Main Caption**: - ""🚀 Ready to take your AI projects to the next level? Discover the Swarms Python framework! With its powerful orchestration capabilities, you can manage and scale LLM agents like never before. 💪✨ - - Check out our GitHub for more info! 🔗 [Link in Bio] - - #Swarms #Python #AI #MachineLearning #LLM #TechInnovation #AIOrchestration #OpenSource #Developers #TechCommunity"" - -**Hashtags** -- #Swarms -- #Python -- #AI -- #MachineLearning -- #LLM -- #TechInnovation -- #AIOrchestration -- #OpenSource -- #Developers -- #TechCommunity -- #Coding -- #DataScience -- #ArtificialIntelligence - -### Additional Content Ideas - -**Reels/Short Video**: -- Create a quick 30-second video showcasing the setup of a simple Swarms project, with a voiceover explaining the steps and benefits. - - **Caption**: ""In just 30 seconds, see how easy it is to orchestrate LLM agents with Swarms! 🚀 #Swarms"" - -**Story Highlights**: -- Create a highlight titled ""Swarms"" with: - - Behind-the-scenes content on development. - - User testimonials. - - Quick tips for using the framework. - - Code snippets with explanations. - -**Engagement Strategy**: -- Run a poll asking followers what their biggest challenges are in AI development. -- Encourage users to share their projects using Swarms and tag the official account for a feature. - -By leveraging visually appealing content and engaging captions, this strategy aims to attract a tech-savvy audience and promote the Swarms Python framework effectively on Instagram.### Instagram Content Plan for Swarms Python Framework - -**Visual Concept** -1. **Carousel Post (4 slides)**: - - **Slide 1**: - - **Visual**: A sleek graphic featuring the Swarms logo against a futuristic tech background (circuit patterns, neural networks). - - **Caption**: ""Unleash the power of orchestration with Swarms! 🌐✨"" - - **Slide 2**: - - **Visual**: An infographic illustrating the orchestration of multiple LLM agents, with engaging icons and flow diagrams. - - **Caption**: ""Orchestrate multiple LLM agents seamlessly! 🤖🤝"" - - **Slide 3**: - - **Visual**: A visually appealing code snippet showcasing a simple implementation of Swarms in Python, with highlighted annotations. - - **Caption**: ""Code made simple! Dive into the Swarms framework and transform your AI projects. 💻🔍"" - - **Slide 4**: - - **Visual**: A stylized quote graphic featuring a user testimonial about Swarms. - - **Caption**: ""Hear it from our users: 'Swarms has revolutionized the way I build AI solutions!' 🗣️💡"" - -**Instagram Captions** -- **Main Caption**: - ""🚀 Ready to take your AI projects to the next level? Discover the Swarms Python framework! With its powerful orchestration capabilities, you can manage and scale LLM agents like never before. 💪✨ - - Check out our GitHub for more info! 🔗 [Link in Bio] - - #Swarms #Python #AI #MachineLearning #LLM #TechInnovation #AIOrchestration #OpenSource #Developers #TechCommunity"" - -**Hashtags** -- #Swarms -- #Python -- #AI -- #MachineLearning -- #LLM -- #TechInnovation -- #AIOrchestration -- #OpenSource -- #Developers -- #TechCommunity -- #Coding -- #DataScience -- #ArtificialIntelligence - -### Additional Content Ideas - -**Reels/Short Video**: -- **Concept**: A dynamic 30-second video showing the setup of a simple Swarms project, featuring a voiceover that explains each step and its benefits. - - **Caption**: ""In just 30 seconds, see how easy it is to orchestrate LLM agents with Swarms! 🚀 #Swarms"" - -**Story Highlights**: -- **Highlight Title**: ""Swarms"" - - **Content Ideas**: - - Behind-the-scenes content on development. - - User testimonials and success stories. - - Quick tips for using the framework effectively. - - Code snippets with brief explanations. - -**Engagement Strategy**: -- **Poll**: Create an interactive poll asking followers about their biggest challenges in AI development (e.g., ""What’s your biggest hurdle in AI? A) Data Management B) Model Training C) Deployment""). -- **User-Generated Content**: Encourage users to share their projects using Swarms and tag the official account for a chance to be featured on the page. - -By implementing this visually appealing and engaging content strategy, the goal is to attract a tech-savvy audience and effectively promote the Swarms Python framework on Instagram.",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Facebook-Swarms-Agent,,"### Facebook Post 1: Introduction to Swarms - -🚀 **Unlock the Future of AI with Swarms!** 🌐 - -Are you ready to elevate your AI game? Meet **Swarms**, the cutting-edge Python framework designed for orchestrating LLM (Large Language Model) agents! Whether you're a developer looking to enhance your projects or a business aiming to leverage AI solutions, Swarms offers the tools you need to innovate. - -🔍 **Key Features:** -- Seamless orchestration of multiple LLM agents -- Easy-to-use API for rapid development -- Scalable architecture for growing projects - -💡 **Why Swarms?** -Transform how you build and deploy AI applications. With Swarms, you can create intelligent systems that communicate, collaborate, and solve complex problems efficiently. - -👉 Dive into the code and start your journey here: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include an eye-catching image showcasing the Swarms logo or a diagram of its architecture)* - ---- - -### Facebook Post 2: Use Cases for Businesses - -🔗 **Revolutionize Your Business with Swarms!** 💼✨ - -Are you a business looking to harness the power of AI? With the **Swarms Python framework**, you can orchestrate multiple LLM agents to boost productivity, enhance customer interactions, and drive innovation. - -🚀 **Use Cases:** -- **Customer Support**: Deploy intelligent chatbots that understand and respond to customer queries with ease. -- **Content Creation**: Generate high-quality content at scale by coordinating multiple language models. -- **Data Analysis**: Analyze vast datasets and generate actionable insights through collaborative LLM agents. - -Join the AI revolution today! Explore Swarms and see how it can transform your business operations. - -👉 Learn more and get started: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a visually appealing infographic depicting different use cases of Swarms in business)* - ---- - -### Facebook Post 3: Developer Community Engagement - -👩‍💻 **Calling All Developers! Join the Swarms Community!** 🚀 - -Are you passionate about AI and looking for a new project? The **Swarms Python framework** is here to help you orchestrate LLM agents like never before. Collaborate with fellow developers, share your experiences, and contribute to the growing ecosystem of AI solutions. - -🤝 **Get Involved:** -- Share your projects built with Swarms -- Contribute to the codebase on GitHub -- Participate in discussions and help shape the future of the framework - -🔗 Check out the Swarms framework and become part of an innovative community: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a community-focused image, perhaps a collaborative workspace or a group of developers coding together)* - ---- - -### Facebook Post 4: Success Stories & Testimonials - -🌟 **Success Stories with Swarms!** 📈 - -Discover how businesses and developers are leveraging the **Swarms Python framework** to orchestrate LLM agents and achieve remarkable results. - -📣 **Testimonials:** -- ""Swarms made it easy for us to enhance our customer support with intelligent chatbots!"" – [Client Name] -- ""The scalability of Swarms allowed us to grow our AI capabilities without the hassle."" – [Developer Name] - -Are you ready to join the ranks of innovators? Explore Swarms and see what it can do for you! - -👉 Visit our GitHub for more information: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a collage of success stories or quotes from users)* - ---- - -These posts should effectively engage your target audience and encourage them to explore the Swarms Python framework for their AI needs!### Facebook Post 1: Introduction to Swarms - -🚀 **Unlock the Future of AI with Swarms!** 🌐 - -Are you ready to elevate your AI game? Meet **Swarms**, the cutting-edge Python framework designed for orchestrating LLM (Large Language Model) agents! Whether you're a developer looking to enhance your projects or a business aiming to leverage AI solutions, Swarms offers the tools you need to innovate. - -🔍 **Key Features:** -- Seamless orchestration of multiple LLM agents -- Easy-to-use API for rapid development -- Scalable architecture for growing projects - -💡 **Why Swarms?** -Transform how you build and deploy AI applications. With Swarms, you can create intelligent systems that communicate, collaborate, and solve complex problems efficiently. - -👉 Dive into the code and start your journey here: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include an eye-catching image showcasing the Swarms logo or a diagram of its architecture)* - ---- - -### Facebook Post 2: Use Cases for Businesses - -🔗 **Revolutionize Your Business with Swarms!** 💼✨ - -Are you a business looking to harness the power of AI? With the **Swarms Python framework**, you can orchestrate multiple LLM agents to boost productivity, enhance customer interactions, and drive innovation. - -🚀 **Use Cases:** -- **Customer Support**: Deploy intelligent chatbots that understand and respond to customer queries with ease. -- **Content Creation**: Generate high-quality content at scale by coordinating multiple language models. -- **Data Analysis**: Analyze vast datasets and generate actionable insights through collaborative LLM agents. - -Join the AI revolution today! Explore Swarms and see how it can transform your business operations. - -👉 Learn more and get started: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a visually appealing infographic depicting different use cases of Swarms in business)* - ---- - -### Facebook Post 3: Developer Community Engagement - -👩‍💻 **Calling All Developers! Join the Swarms Community!** 🚀 - -Are you passionate about AI and looking for a new project? The **Swarms Python framework** is here to help you orchestrate LLM agents like never before. Collaborate with fellow developers, share your experiences, and contribute to the growing ecosystem of AI solutions. - -🤝 **Get Involved:** -- Share your projects built with Swarms -- Contribute to the codebase on GitHub -- Participate in discussions and help shape the future of the framework - -🔗 Check out the Swarms framework and become part of an innovative community: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a community-focused image, perhaps a collaborative workspace or a group of developers coding together)* - ---- - -### Facebook Post 4: Success Stories & Testimonials - -🌟 **Success Stories with Swarms!** 📈 - -Discover how businesses and developers are leveraging the **Swarms Python framework** to orchestrate LLM agents and achieve remarkable results. - -📣 **Testimonials:** -- ""Swarms made it easy for us to enhance our customer support with intelligent chatbots!"" – [Client Name] -- ""The scalability of Swarms allowed us to grow our AI capabilities without the hassle."" – [Developer Name] - -Are you ready to join the ranks of innovators? Explore Swarms and see what it can do for you! - -👉 Visit our GitHub for more information: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -🖼️ *(Include a collage of success stories or quotes from users)* - ---- - -These posts should effectively engage your target audience and encourage them to explore the Swarms Python framework for their AI needs!",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,LinkedIn-Swarms-Agent,,"🚀 Exciting News for Developers and Enterprises! 🚀 - -Are you looking to harness the power of large language models (LLMs) in your applications? Meet **Swarms**, the innovative Python framework designed to orchestrate swarms of LLM agents effortlessly! 🌐🤖 - -With Swarms, you can: - -✅ **Enhance Collaboration**: Orchestrate multiple LLM agents to work together, improving efficiency and output quality. -✅ **Scalable Solutions**: Easily scale your applications by managing numerous agents simultaneously, tailored to enterprise needs. -✅ **Simplified Integration**: Streamline the integration of LLM capabilities into your existing tech stack with our user-friendly interface. - -Whether you're a developer aiming to create cutting-edge applications or an enterprise looking to leverage AI for competitive advantage, Swarms is your go-to solution. - -🔗 Explore the Swarms framework on GitHub: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -Let’s revolutionize the way we interact with AI! 💡 - -#B2B #TechSolutions #AI #MachineLearning #Python #LLM #Swarms #EnterpriseTech #DeveloperTools #Innovation #OpenSource - ---- - -Feel free to reach out if you have any questions or want to discuss how Swarms can fit into your project!🚀 **Unlock the Future of AI with Swarms!** 🚀 - -Are you ready to take your applications to the next level? Introducing **Swarms**, the cutting-edge Python framework that allows you to orchestrate swarms of large language model (LLM) agents with ease! 🌐🤖 - -**Why Choose Swarms?** - -✅ **Collaborative Power**: Enable multiple LLM agents to collaborate seamlessly, boosting productivity and enhancing the quality of your outputs. - -✅ **Scalability at Its Best**: Scale your applications effortlessly by managing a multitude of agents simultaneously, perfectly suited for enterprise-grade demands. - -✅ **Effortless Integration**: Integrate LLM capabilities into your existing tech stack without the hassle, thanks to our intuitive interface. - -Whether you're a developer aiming to innovate or an enterprise seeking a competitive edge through AI, Swarms is your ultimate toolkit. - -🔗 Discover more about the Swarms framework on GitHub: [Swarms GitHub Repository](https://github.com/kyegomez/swarms) - -Let’s transform the way we leverage AI technology! 💡 - -#B2B #TechSolutions #AI #MachineLearning #Python #LLM #Swarms #EnterpriseTech #DeveloperTools #Innovation #OpenSource #ArtificialIntelligence - ---- - -Have questions or want to explore how Swarms can elevate your projects? Don’t hesitate to reach out!",2024-08-31T16:44:12.388794 -4377b756-0706-4ebd-abc1-ba3cbf9f3154,Email-Swarms-Agent,,"### Email Campaign for Swarms Python Framework - -#### Subject Line Ideas: -1. 🚀 Supercharge Your AI Projects with Swarms! -2. Unlock the Power of Distributed Systems with Swarms -3. 🌟 Transform Your Python Experience: Meet Swarms -4. Ready to Revolutionize Your AI Development? Try Swarms! -5. Discover Swarms: The Future of Python Frameworks -6. Why Every Developer Needs Swarms in Their Toolkit -7. 🚀 Elevate Your Code: Harness the Power of Swarms Today! - -#### Email Body: - -**Email 1: Introduction to Swarms** - -**Subject:** 🚀 Supercharge Your AI Projects with Swarms! - -**Hi [First Name],** - -Are you ready to take your AI projects to the next level? Meet **Swarms**, the innovative Python framework designed specifically for developers like you, who are looking to enhance their distributed systems capabilities. - -With Swarms, you can: -- **Simplify Your Development:** Focus on building features, not infrastructure. -- **Scale Effortlessly:** Easily manage thousands of agents simultaneously. -- **Boost Performance:** Achieve faster processing with intelligent task distribution. - -🌟 **Join the growing community of developers leveraging Swarms for their projects!** - -**👉 [Install Swarms Now](https://github.com/kyegomez/swarms)** - -Let’s revolutionize the way you build AI solutions! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -**Email 2: Success Stories** - -**Subject:** Ready to Revolutionize Your AI Development? Try Swarms! - -**Hi [First Name],** - -Curious how Swarms is transforming the landscape for developers? Here are some success stories from your peers who have integrated Swarms into their workflows: - -- **Case Study 1:** A leading tech company reduced processing time by 50% by using Swarms for their distributed tasks. -- **Case Study 2:** A data scientist leveraged Swarms to manage and scale simulations, resulting in a 30% increase in productivity. - -Imagine the possibilities for your projects! - -**👉 [Get Started with Swarms](https://github.com/kyegomez/swarms)** - -Let’s make your next project a success! - -Cheers, -[Your Name] -[Your Position] -Swarms Team - ---- - -**Email 3: Feature Highlight** - -**Subject:** Unlock the Power of Distributed Systems with Swarms - -**Hi [First Name],** - -Did you know that Swarms offers a unique feature set designed to enhance your development experience? Here’s what you can look forward to: - -- **Dynamic Agent Management:** Easily create and manage agents for scalable applications. -- **Built-in Integration:** Seamlessly integrate with your existing Python projects. -- **Comprehensive Documentation:** Get up and running in no time with our detailed guides. - -Don’t miss out on the opportunity to elevate your coding game! - -**👉 [Explore Swarms Features](https://github.com/kyegomez/swarms)** - -Let’s build something amazing together! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -**Email 4: Community Engagement** - -**Subject:** Discover Swarms: The Future of Python Frameworks - -**Hi [First Name],** - -Join our vibrant community of developers who are pushing the boundaries of AI and distributed systems with Swarms. - -- **Collaborate:** Connect with like-minded developers. -- **Contribute:** Help us improve Swarms with your feedback and contributions. -- **Learn:** Access exclusive webinars and tutorials to enhance your skills. - -Be a part of the movement that’s redefining Python frameworks! - -**👉 [Join the Swarms Community](https://github.com/kyegomez/swarms)** - -Looking forward to seeing you there! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Call-to-Action Strategies: -1. **Clear Links:** Ensure each email includes prominent links to the Swarms GitHub page for easy installation. -2. **Highlight Benefits:** Use bullet points to showcase key features and benefits of Swarms. -3. **Community Engagement:** Encourage recipients to join community forums or discussion groups to foster collaboration. -4. **Follow-Up:** Send reminders or follow-up emails to those who clicked but did not install, offering assistance or additional resources. - -By focusing on the needs of developers and AI engineers, these emails will effectively promote the Swarms Python framework, driving conversions and encouraging installation and usage.### Email Campaign for Swarms Python Framework - -#### Subject Line Ideas: -1. 🚀 Supercharge Your AI Projects with Swarms! -2. Unlock the Power of Distributed Systems with Swarms -3. 🌟 Transform Your Python Experience: Meet Swarms -4. Ready to Revolutionize Your AI Development? Try Swarms! -5. Discover Swarms: The Future of Python Frameworks -6. Why Every Developer Needs Swarms in Their Toolkit -7. 🚀 Elevate Your Code: Harness the Power of Swarms Today! - ---- - -### Email 1: Introduction to Swarms - -**Subject:** 🚀 Supercharge Your AI Projects with Swarms! - -**Hi [First Name],** - -Are you ready to take your AI projects to the next level? Meet **Swarms**, the innovative Python framework designed specifically for developers like you, who are looking to enhance their distributed systems capabilities. - -With Swarms, you can: -- **Simplify Your Development:** Focus on building features, not infrastructure. -- **Scale Effortlessly:** Easily manage thousands of agents simultaneously. -- **Boost Performance:** Achieve faster processing with intelligent task distribution. - -🌟 **Join the growing community of developers leveraging Swarms for their projects!** - -**👉 [Install Swarms Now](https://github.com/kyegomez/swarms)** - -Let’s revolutionize the way you build AI solutions! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Email 2: Success Stories - -**Subject:** Ready to Revolutionize Your AI Development? Try Swarms! - -**Hi [First Name],** - -Curious how Swarms is transforming the landscape for developers? Here are some success stories from your peers who have integrated Swarms into their workflows: - -- **Case Study 1:** A leading tech company reduced processing time by 50% by using Swarms for their distributed tasks. -- **Case Study 2:** A data scientist leveraged Swarms to manage and scale simulations, resulting in a 30% increase in productivity. - -Imagine the possibilities for your projects! - -**👉 [Get Started with Swarms](https://github.com/kyegomez/swarms)** - -Let’s make your next project a success! - -Cheers, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Email 3: Feature Highlight - -**Subject:** Unlock the Power of Distributed Systems with Swarms - -**Hi [First Name],** - -Did you know that Swarms offers a unique feature set designed to enhance your development experience? Here’s what you can look forward to: - -- **Dynamic Agent Management:** Easily create and manage agents for scalable applications. -- **Built-in Integration:** Seamlessly integrate with your existing Python projects. -- **Comprehensive Documentation:** Get up and running in no time with our detailed guides. - -Don’t miss out on the opportunity to elevate your coding game! - -**👉 [Explore Swarms Features](https://github.com/kyegomez/swarms)** - -Let’s build something amazing together! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Email 4: Community Engagement - -**Subject:** Discover Swarms: The Future of Python Frameworks - -**Hi [First Name],** - -Join our vibrant community of developers who are pushing the boundaries of AI and distributed systems with Swarms. - -- **Collaborate:** Connect with like-minded developers. -- **Contribute:** Help us improve Swarms with your feedback and contributions. -- **Learn:** Access exclusive webinars and tutorials to enhance your skills. - -Be a part of the movement that’s redefining Python frameworks! - -**👉 [Join the Swarms Community](https://github.com/kyegomez/swarms)** - -Looking forward to seeing you there! - -Best, -[Your Name] -[Your Position] -Swarms Team - ---- - -### Call-to-Action Strategies: -1. **Clear Links:** Ensure each email includes prominent links to the Swarms GitHub page for easy installation. -2. **Highlight Benefits:** Use bullet points to showcase key features and benefits of Swarms. -3. **Community Engagement:** Encourage recipients to join community forums or discussion groups to foster collaboration. -4. **Follow-Up:** Send reminders or follow-up emails to those who clicked but did not install, offering assistance or additional resources. - -By focusing on the needs of developers and AI engineers, these emails will effectively promote the Swarms Python framework, driving conversions and encouraging installation and usage.",2024-08-31T16:44:12.388794 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306.csv alias b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:44:12.388794_run_id_31e480fbdf194757a536cb8c4cb9c306.csv alias deleted file mode 100644 index 5b266a89caedc5ba10b221f5e4e3eadf87f3787e..0000000000000000000000000000000000000000 GIT binary patch literal 0 HcmV?d00001 literal 1216 zcmbW0%WD%+6vl7TR4oXm53Pt`5Ep`^naSKvX0ov0fiL%W?w5P#%(-_8wOW}WDyA2V z8klr1LbH)5{Zjl|d9&PFY-fl=(8d^CjAIxH#%UhLy6<>CctYfU%k(O~(Xx>r6mwa} zFE?s+c3|W`j2-Reb+aQFPkIt3mci9MNO)U zQaqEpz~fxuYFy9BAg-lyx-2ELS*2J19a;l@ogN)&j-H>uctY^X+WOT?*_zd?IMv2Q z8$WK*b-ZQg_TXJY?@DL_7$~Haj6po22Zf4c@B% zfIWH9iwDJnN5Pxq(%?nNA0XJ9M|<%k7{6~jYf?|*gSYSV-kW(dZ+2#*)7fN@mKVm> z29sV&Q#75SFUgAnU+t|8%EuluQ&2clumsaEio#ee5@7_MlYZ3m!dB$=eE2gm=7?ys z+u3HPPK;sfVd8Ix!ta60qV5?h^=S7r)yJaLR2Isi4zvoLg;GziWrvCX>L)cg&cFG~ zzj!x|uE+VWAMeC|vepo}L+BBdA(MepZ922^p!}uq;qt*5N~Pj7W!O3Jq$O5xz?c%B zH!YCt?|66P+z(k_!4GHzTcV_@>O9Ry{FYY_+TBjn%wBhr`E38`^KY_Vyr+Y=&j#=> z$T?=gvP56;_f2OGe6|70g6Ib&R*E08~_ zEPDDi8jYwwl4U5pnD?=VHvy(GBpL9!6XIvX*!N diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc 2.csv deleted file mode 100644 index 6046aa010..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc 2.csv +++ /dev/null @@ -1,390 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Twitter-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","""Take your large language models to the next level with Swarms, the Python framework that enables you to orchestrate swarms of LLM agents. Seamlessly scale your AI workflows and unlock new possibilities. Get started with a simple pip install: pip3 install -U swarms. Visit the GitHub repository for more information: https://github.com/kyegomez/swarms. Join the conversation and start building with Swarms today!""""Unleash the Power of Distributed AI: Swarms, the innovative Python framework, lets you orchestrate swarms of LLM agents for unparalleled scalability and performance. Upgrade your AI workflows with a simple pip install: pip3 install -U swarms. Explore the possibilities on GitHub: https://github.com/kyegomez/swarms. What will you build with Swarms?""",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Instagram-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Swarm Intelligence** - -Take your AI capabilities to the next level with the Swarms Python framework. 🔄 Easily orchestrate swarms of LLM (Large Language Model) agents to tackle complex tasks and supercharge your NLP workflows. - -**What is Swarms?** - -Swarms is an open-source Python framework that makes it simple to create, manage, and deploy swarms of LLM agents. Whether you're a researcher, developer, or AI enthusiast, Swarms empowers you to unlock the full potential of swarm intelligence. - -**Swarms Features:** - -* **Parallel Processing**: Seamlessly execute multiple tasks concurrently, leveraging the power of multiple LLM agents. -* **Distributed Architecture**: Easily scale your swarm across multiple machines, leveraging the strength of a distributed network. -* **Dynamic Agent Management**: Easily create, manage, and deploy LLM agents as needed. - -**Get Started with Swarms** - -To install Swarms, simply run the following command in your terminal: -`pip3 install -U swarms` - -Ready to unlock the power of swarm intelligence? Head to the Swarms GitHub repository to learn more and start building your own swarms today: https://github.com/kyegomez/swarmsHere are some engaging and informative Instagram post ideas to promote the Swarms Python framework: - -**Post 1: Introduction to Swarms** - -🔄 Unlock the Power of Swarm Intelligence with Swarms 🤖 - -Imagine a world where multiple Large Language Model (LLM) agents work together to tackle complex tasks. Welcome to Swarms, an open-source Python framework that makes it simple to create, manage, and deploy swarms of LLM agents. - -**Key Features:** - -✨ Parallel Processing -✨ Distributed Architecture -✨ Dynamic Agent Management - -Get started with Swarms today! Run `pip3 install -U swarms` in your terminal and visit our GitHub repository to learn more: https://github.com/kyegomez/swarms - -**Post 2: Visualizing Swarm Intelligence** - -📊 Infographic Alert! 📊 - -Ever wondered how Swarms enables the orchestration of LLM agents? Check out this infographic to learn more about the power of swarm intelligence: - -[Infographic: Swarms Framework Overview] - -✨ Create, manage, and deploy swarms of LLM agents -✨ Scale your swarm across multiple machines -✨ Seamlessly execute multiple tasks concurrently - -Ready to unlock the power of swarm intelligence? Head to our GitHub repository to learn more and start building your own swarms today: https://github.com/kyegomez/swarms - -**Post 3: Swarms in Action** - -📹 Video Alert! 📹 - -Watch how Swarms enables the orchestration of LLM agents in this short video clip: - -[Video Clip: Swarms in Action] - -✨ Create a swarm of LLM agents -✨ Define tasks and execute them concurrently -✨ Monitor and manage your swarm in real-time - -Get started with Swarms today! Run `pip3 install -U swarms` in your terminal and visit our GitHub repository to learn more: https://github.com/kyegomez/swarms - -**Post 4: Benefits of Swarms** - -📈 Unlock the Benefits of Swarms 📈 - -✨ **Improved Performance**: Seamlessly execute multiple tasks concurrently -✨ **Increased Scalability**: Scale your swarm across multiple machines -✨ **Enhanced Productivity**: Easily create, manage, and deploy swarms of LLM agents - -Ready to unlock the power of swarm intelligence? Head to our GitHub repository to learn more and start building your own swarms today: https://github.com/kyegomez/swarms - -**Post 5: Community Engagement** - -🤝 Join the Swarms Community 🤝 - -Are you interested in learning more about Swarms and how to unlock the power of swarm intelligence? Join our community of developers, researchers, and AI enthusiasts to stay up-to-date on the latest news and updates. - -✨ Share your experiences with Swarms -✨ Ask questions and get help from the community -✨ Collaborate with others on Swarms-related projects - -Head to our GitHub repository to join the conversation and start building your own swarms today: https://github.com/kyegomez/swarms",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Facebook-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","""Unlock the Full Potential of Large Language Models (LLMs) with Swarms 🤖 - -Are you tired of struggling to integrate multiple LLM agents into your AI projects? Look no further! The Swarms Python framework is here to revolutionize the way you work with LLMs. - -Swarms enables you to orchestrate swarms of LLM agents with ease, allowing you to: - -- Streamline your AI development workflow -- Increase the efficiency of your LLM-powered applications -- Scale your AI projects with confidence - -Getting started is simple! Install Swarms using pip3: - -pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms - -Tag a fellow developer or AI enthusiast who could benefit from Swarms! Share your experience with Swarms in the comments below. - -Join the Swarms community to stay up-to-date on the latest developments and best practices: [link to Swarms community group] - -Don't miss out on the opportunity to take your AI projects to the next level with Swarms. Install now and start building!""Here are three more Facebook post ideas that promote the Swarms Python framework: - -**Post 1:** -""💻 AI Development Made Easy: Swarms in Action - -Watch how Swarms can simplify your AI development workflow by orchestrating swarms of LLM agents: - -[Short video showcasing Swarms in action, with a voiceover explaining its benefits] - -With Swarms, you can: - -- Focus on building innovative AI applications -- Reduce the complexity of integrating multiple LLM agents -- Scale your AI projects with confidence - -Install Swarms now using pip3: pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms - -Tag a fellow developer who could benefit from Swarms! Share your experience with Swarms in the comments below. - -**Post 2:** -""🚀 Unlock the Power of LLMs with Swarms: Real-World Applications - -Are you looking for ways to apply Large Language Models (LLMs) in your business or organization? Swarms can help! - -Swarms enables you to orchestrate swarms of LLM agents, making it easier to: - -- Build conversational AI interfaces -- Analyze and generate text data -- Automate content creation - -Join our upcoming webinar to learn more about the practical applications of Swarms: - -[Link to webinar event page] - -Getting started with Swarms is easy! Install using pip3: pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms - -**Post 3:** -""🤝 Collaborate on AI Projects with Swarms: Community Spotlight - -At Swarms, we believe in the power of collaboration and community-driven innovation. - -Join our community group to connect with fellow developers, AI enthusiasts, and Swarms users: - -[Link to Swarms community group] - -Share your experiences, ask questions, and learn from others who are using Swarms to build innovative AI applications. - -Install Swarms now using pip3: pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms""",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,LinkedIn-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of AI Orchestration with Swarms Python Framework** - -As a leader in your organization, you're constantly seeking ways to boost productivity, streamline operations, and drive innovation. The Swarms Python framework is here to revolutionize your AI deployment strategy. With Swarms, you can effortlessly orchestrate swarms of Large Language Model (LLM) agents, unlocking a new level of efficiency and scalability. - -**What is Swarms?** - -Swarms is a cutting-edge Python framework designed to simplify the deployment and management of LLM agents. By leveraging Swarms, you can create complex AI workflows and automate tasks with ease, freeing up your team to focus on high-value activities. - -**Why Choose Swarms?** - -1. **Seamless Orchestration**: Swarms enables you to manage multiple LLM agents in a single workflow, streamlining your AI operations and reducing complexity. -2. **Scalability**: With Swarms, you can easily scale your AI deployment to meet growing demands, without sacrificing performance or reliability. -3. **Flexibility**: Swarms supports a wide range of LLM agents and frameworks, giving you the freedom to choose the best tools for your organization. - -**Getting Started with Swarms** - -To install Swarms, simply run the following command: `pip3 install -U swarms`. Visit our GitHub repository (https://github.com/kyegomez/swarms) to explore the framework's features and capabilities. - -**Unlock the Full Potential of AI with Swarms** - -By embracing the Swarms Python framework, you'll be able to: - -* Automate complex tasks and workflows -* Enhance collaboration and productivity across teams -* Drive innovation and stay ahead of the competition - -Discover how Swarms can transform your organization's AI deployment strategy. Explore our GitHub repository today and start harnessing the power of AI orchestration.**Revolutionize Your AI Deployment with Swarms Python Framework** - -As a leader in the tech industry, you're constantly seeking ways to boost productivity, streamline operations, and drive innovation. The Swarms Python framework is here to revolutionize your AI deployment strategy. With Swarms, you can effortlessly orchestrate swarms of Large Language Model (LLM) agents, unlocking a new level of efficiency and scalability. - -**The Power of AI Orchestration** - -In today's fast-paced business landscape, organizations need to be agile and responsive to changing market conditions. Swarms enables you to create complex AI workflows and automate tasks with ease, freeing up your team to focus on high-value activities. By leveraging Swarms, you can: - -* **Enhance Collaboration**: Streamline communication and collaboration across teams, ensuring that everyone is working towards a common goal. -* **Drive Innovation**: Automate routine tasks and focus on high-value activities that drive innovation and growth. -* **Improve Productivity**: Optimize your AI deployment strategy and reduce the time and resources required to manage multiple LLM agents. - -**Why Choose Swarms?** - -1. **Seamless Orchestration**: Swarms enables you to manage multiple LLM agents in a single workflow, streamlining your AI operations and reducing complexity. -2. **Scalability**: With Swarms, you can easily scale your AI deployment to meet growing demands, without sacrificing performance or reliability. -3. **Flexibility**: Swarms supports a wide range of LLM agents and frameworks, giving you the freedom to choose the best tools for your organization. - -**Real-World Applications of Swarms** - -Swarms has been successfully deployed in various industries, including: - -* **Customer Service**: Automate customer support tasks and improve response times. -* **Content Generation**: Generate high-quality content at scale, reducing the need for manual intervention. -* **Data Analysis**: Analyze large datasets and gain valuable insights, driving business growth and innovation. - -**Getting Started with Swarms** - -To install Swarms, simply run the following command: `pip3 install -U swarms`. Visit our GitHub repository (https://github.com/kyegomez/swarms) to explore the framework's features and capabilities. - -**Unlock the Full Potential of AI with Swarms** - -By embracing the Swarms Python framework, you'll be able to: - -* Automate complex tasks and workflows -* Enhance collaboration and productivity across teams -* Drive innovation and stay ahead of the competition - -Discover how Swarms can transform your organization's AI deployment strategy. Explore our GitHub repository today and start harnessing the power of AI orchestration. - -#AI #ArtificialIntelligence #LLM #LargeLanguageModel #Swarms #PythonFramework #AIOrchestration #Innovation #Productivity #Scalability #Flexibility #CustomerService #ContentGeneration #DataAnalysis",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Email-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","Subject: Unlock the Power of Autonomous LLM Agents with Swarms Python Framework - -Dear Fellow Developer, - -Are you tired of manually managing complex AI workflows? Do you dream of unleashing the full potential of Large Language Models (LLMs) in your applications? Look no further than the Swarms Python framework, designed to revolutionize the way you work with LLM agents. - -**What is Swarms?** - -Swarms is an open-source Python framework that empowers you to orchestrate swarms of LLM agents, streamlining your development process and unlocking new possibilities in AI-driven applications. With Swarms, you can: - -* **Simplify complex workflows**: Easily manage multiple LLM agents and create dynamic, autonomous workflows. -* **Boost productivity**: Focus on high-level tasks while Swarms takes care of the underlying complexity. -* **Accelerate innovation**: Unlock new use cases and applications with the power of swarming LLM agents. - -**Key Features:** - -* **Modular architecture**: Easily integrate Swarms with your existing tech stack. -* **Flexible deployment options**: Run Swarms on-premises, in the cloud, or in hybrid environments. -* **Intuitive API**: Write Python code to control your LLM agents and workflows. - -**Getting Started:** - -Ready to experience the power of Swarms? Install the framework today with a single command: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms, access tutorials, and connect with our community: https://github.com/kyegomez/swarms - -Join our next webinar to learn from the creators of Swarms and see the framework in action: [insert webinar link] - -**Take the First Step Towards Autonomous AI Workflows:** - -Start building with Swarms today and discover a new world of possibilities. - -Best regards, - -[Your Name] -Swarms Community Team**Email 1: Unlock the Power of Autonomous LLM Agents with Swarms Python Framework** - -Subject: Unlock the Power of Autonomous LLM Agents with Swarms Python Framework - -Dear Fellow Developer, - -Are you tired of manually managing complex AI workflows? Do you dream of unleashing the full potential of Large Language Models (LLMs) in your applications? Look no further than the Swarms Python framework, designed to revolutionize the way you work with LLM agents. - -**What is Swarms?** - -Swarms is an open-source Python framework that empowers you to orchestrate swarms of LLM agents, streamlining your development process and unlocking new possibilities in AI-driven applications. With Swarms, you can: - -* **Simplify complex workflows**: Easily manage multiple LLM agents and create dynamic, autonomous workflows. -* **Boost productivity**: Focus on high-level tasks while Swarms takes care of the underlying complexity. -* **Accelerate innovation**: Unlock new use cases and applications with the power of swarming LLM agents. - -**Key Features:** - -* **Modular architecture**: Easily integrate Swarms with your existing tech stack. -* **Flexible deployment options**: Run Swarms on-premises, in the cloud, or in hybrid environments. -* **Intuitive API**: Write Python code to control your LLM agents and workflows. - -**Getting Started:** - -Ready to experience the power of Swarms? Install the framework today with a single command: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms, access tutorials, and connect with our community: https://github.com/kyegomez/swarms - -Join our next webinar to learn from the creators of Swarms and see the framework in action: [insert webinar link] - -**Take the First Step Towards Autonomous AI Workflows:** - -Start building with Swarms today and discover a new world of possibilities. - -Best regards, - -[Your Name] -Swarms Community Team - -**Email 2: Simplify AI Workflows with Swarms: A Success Story** - -Subject: Simplify AI Workflows with Swarms: A Success Story - -Dear AI Enthusiast, - -Are you struggling to manage complex AI workflows? Do you wish there was a way to simplify your development process and unlock new possibilities in AI-driven applications? We have exciting news for you! - -One of our users, a leading AI research institution, was facing similar challenges. They were manually managing multiple LLM agents, which led to: - -* **Inefficient workflows**: Manual management of LLM agents resulted in errors and wasted time. -* **Limited scalability**: As the number of agents increased, the complexity of workflows grew exponentially. -* **Stagnant innovation**: The team spent too much time on low-level tasks, hindering their ability to innovate. - -Then, they discovered Swarms. By leveraging the power of the Swarms Python framework, they were able to: - -* **Streamline workflows**: Easily manage multiple LLM agents and create dynamic, autonomous workflows. -* **Boost productivity**: Focus on high-level tasks while Swarms took care of the underlying complexity. -* **Accelerate innovation**: Unlock new use cases and applications with the power of swarming LLM agents. - -**Hear from the institution:** - -""Swarms has revolutionized the way we work with LLM agents. We can now focus on high-level tasks, and the framework takes care of the underlying complexity. We've seen a significant increase in productivity and innovation."" - [Institution's Name] - -**Get Started with Swarms:** - -Don't let complex AI workflows hold you back. Install Swarms today and experience the power of autonomous LLM agents: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms, access tutorials, and connect with our community: https://github.com/kyegomez/swarms - -Join our next webinar to learn from the creators of Swarms and see the framework in action: [insert webinar link] - -**Discover the Power of Swarms:** - -Start building with Swarms today and discover a new world of possibilities. - -Best regards, - -[Your Name] -Swarms Community Team - -**Email 3: Exclusive Invitation: Join the Swarms Community and Unlock AI Potential** - -Subject: Exclusive Invitation: Join the Swarms Community and Unlock AI Potential - -Dear AI Developer, - -Are you ready to unlock the full potential of Large Language Models (LLMs) in your applications? Do you want to join a community of like-minded individuals who are pushing the boundaries of AI-driven innovation? We have an exclusive invitation for you! - -We're excited to introduce the Swarms Community, a platform where you can: - -* **Connect with experts**: Collaborate with the creators of Swarms and other experts in the field. -* **Share knowledge**: Access tutorials, documentation, and best practices for using Swarms. -* **Stay updated**: Get the latest news, updates, and insights on AI-driven innovation. - -As a member of the Swarms Community, you'll gain exclusive access to: - -* **Early releases**: Get early access to new features, updates, and releases. -* **Priority support**: Receive priority support for any questions or issues you may have. -* **Community events**: Participate in webinars, workshops, and other community events. - -**Join the Swarms Community Today:** - -Ready to unlock the full potential of LLMs and join a community of like-minded individuals? Join the Swarms Community today: - -https://github.com/kyegomez/swarms - -**Getting Started with Swarms:** - -Don't forget to install Swarms and start building with the framework today: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms and access tutorials: https://github.com/kyegomez/swarms - -**Unlock AI Potential:** - -Join the Swarms Community today and start building with the power of autonomous LLM agents. - -Best regards, - -[Your Name] -Swarms Community Team",2024-08-31T16:55:39.852551 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc.csv deleted file mode 100644 index 6046aa010..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc.csv +++ /dev/null @@ -1,390 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Twitter-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","""Take your large language models to the next level with Swarms, the Python framework that enables you to orchestrate swarms of LLM agents. Seamlessly scale your AI workflows and unlock new possibilities. Get started with a simple pip install: pip3 install -U swarms. Visit the GitHub repository for more information: https://github.com/kyegomez/swarms. Join the conversation and start building with Swarms today!""""Unleash the Power of Distributed AI: Swarms, the innovative Python framework, lets you orchestrate swarms of LLM agents for unparalleled scalability and performance. Upgrade your AI workflows with a simple pip install: pip3 install -U swarms. Explore the possibilities on GitHub: https://github.com/kyegomez/swarms. What will you build with Swarms?""",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Instagram-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Swarm Intelligence** - -Take your AI capabilities to the next level with the Swarms Python framework. 🔄 Easily orchestrate swarms of LLM (Large Language Model) agents to tackle complex tasks and supercharge your NLP workflows. - -**What is Swarms?** - -Swarms is an open-source Python framework that makes it simple to create, manage, and deploy swarms of LLM agents. Whether you're a researcher, developer, or AI enthusiast, Swarms empowers you to unlock the full potential of swarm intelligence. - -**Swarms Features:** - -* **Parallel Processing**: Seamlessly execute multiple tasks concurrently, leveraging the power of multiple LLM agents. -* **Distributed Architecture**: Easily scale your swarm across multiple machines, leveraging the strength of a distributed network. -* **Dynamic Agent Management**: Easily create, manage, and deploy LLM agents as needed. - -**Get Started with Swarms** - -To install Swarms, simply run the following command in your terminal: -`pip3 install -U swarms` - -Ready to unlock the power of swarm intelligence? Head to the Swarms GitHub repository to learn more and start building your own swarms today: https://github.com/kyegomez/swarmsHere are some engaging and informative Instagram post ideas to promote the Swarms Python framework: - -**Post 1: Introduction to Swarms** - -🔄 Unlock the Power of Swarm Intelligence with Swarms 🤖 - -Imagine a world where multiple Large Language Model (LLM) agents work together to tackle complex tasks. Welcome to Swarms, an open-source Python framework that makes it simple to create, manage, and deploy swarms of LLM agents. - -**Key Features:** - -✨ Parallel Processing -✨ Distributed Architecture -✨ Dynamic Agent Management - -Get started with Swarms today! Run `pip3 install -U swarms` in your terminal and visit our GitHub repository to learn more: https://github.com/kyegomez/swarms - -**Post 2: Visualizing Swarm Intelligence** - -📊 Infographic Alert! 📊 - -Ever wondered how Swarms enables the orchestration of LLM agents? Check out this infographic to learn more about the power of swarm intelligence: - -[Infographic: Swarms Framework Overview] - -✨ Create, manage, and deploy swarms of LLM agents -✨ Scale your swarm across multiple machines -✨ Seamlessly execute multiple tasks concurrently - -Ready to unlock the power of swarm intelligence? Head to our GitHub repository to learn more and start building your own swarms today: https://github.com/kyegomez/swarms - -**Post 3: Swarms in Action** - -📹 Video Alert! 📹 - -Watch how Swarms enables the orchestration of LLM agents in this short video clip: - -[Video Clip: Swarms in Action] - -✨ Create a swarm of LLM agents -✨ Define tasks and execute them concurrently -✨ Monitor and manage your swarm in real-time - -Get started with Swarms today! Run `pip3 install -U swarms` in your terminal and visit our GitHub repository to learn more: https://github.com/kyegomez/swarms - -**Post 4: Benefits of Swarms** - -📈 Unlock the Benefits of Swarms 📈 - -✨ **Improved Performance**: Seamlessly execute multiple tasks concurrently -✨ **Increased Scalability**: Scale your swarm across multiple machines -✨ **Enhanced Productivity**: Easily create, manage, and deploy swarms of LLM agents - -Ready to unlock the power of swarm intelligence? Head to our GitHub repository to learn more and start building your own swarms today: https://github.com/kyegomez/swarms - -**Post 5: Community Engagement** - -🤝 Join the Swarms Community 🤝 - -Are you interested in learning more about Swarms and how to unlock the power of swarm intelligence? Join our community of developers, researchers, and AI enthusiasts to stay up-to-date on the latest news and updates. - -✨ Share your experiences with Swarms -✨ Ask questions and get help from the community -✨ Collaborate with others on Swarms-related projects - -Head to our GitHub repository to join the conversation and start building your own swarms today: https://github.com/kyegomez/swarms",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Facebook-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","""Unlock the Full Potential of Large Language Models (LLMs) with Swarms 🤖 - -Are you tired of struggling to integrate multiple LLM agents into your AI projects? Look no further! The Swarms Python framework is here to revolutionize the way you work with LLMs. - -Swarms enables you to orchestrate swarms of LLM agents with ease, allowing you to: - -- Streamline your AI development workflow -- Increase the efficiency of your LLM-powered applications -- Scale your AI projects with confidence - -Getting started is simple! Install Swarms using pip3: - -pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms - -Tag a fellow developer or AI enthusiast who could benefit from Swarms! Share your experience with Swarms in the comments below. - -Join the Swarms community to stay up-to-date on the latest developments and best practices: [link to Swarms community group] - -Don't miss out on the opportunity to take your AI projects to the next level with Swarms. Install now and start building!""Here are three more Facebook post ideas that promote the Swarms Python framework: - -**Post 1:** -""💻 AI Development Made Easy: Swarms in Action - -Watch how Swarms can simplify your AI development workflow by orchestrating swarms of LLM agents: - -[Short video showcasing Swarms in action, with a voiceover explaining its benefits] - -With Swarms, you can: - -- Focus on building innovative AI applications -- Reduce the complexity of integrating multiple LLM agents -- Scale your AI projects with confidence - -Install Swarms now using pip3: pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms - -Tag a fellow developer who could benefit from Swarms! Share your experience with Swarms in the comments below. - -**Post 2:** -""🚀 Unlock the Power of LLMs with Swarms: Real-World Applications - -Are you looking for ways to apply Large Language Models (LLMs) in your business or organization? Swarms can help! - -Swarms enables you to orchestrate swarms of LLM agents, making it easier to: - -- Build conversational AI interfaces -- Analyze and generate text data -- Automate content creation - -Join our upcoming webinar to learn more about the practical applications of Swarms: - -[Link to webinar event page] - -Getting started with Swarms is easy! Install using pip3: pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms - -**Post 3:** -""🤝 Collaborate on AI Projects with Swarms: Community Spotlight - -At Swarms, we believe in the power of collaboration and community-driven innovation. - -Join our community group to connect with fellow developers, AI enthusiasts, and Swarms users: - -[Link to Swarms community group] - -Share your experiences, ask questions, and learn from others who are using Swarms to build innovative AI applications. - -Install Swarms now using pip3: pip3 install -U swarms - -Check out the Swarms GitHub repository for the latest updates and documentation: https://github.com/kyegomez/swarms""",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,LinkedIn-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of AI Orchestration with Swarms Python Framework** - -As a leader in your organization, you're constantly seeking ways to boost productivity, streamline operations, and drive innovation. The Swarms Python framework is here to revolutionize your AI deployment strategy. With Swarms, you can effortlessly orchestrate swarms of Large Language Model (LLM) agents, unlocking a new level of efficiency and scalability. - -**What is Swarms?** - -Swarms is a cutting-edge Python framework designed to simplify the deployment and management of LLM agents. By leveraging Swarms, you can create complex AI workflows and automate tasks with ease, freeing up your team to focus on high-value activities. - -**Why Choose Swarms?** - -1. **Seamless Orchestration**: Swarms enables you to manage multiple LLM agents in a single workflow, streamlining your AI operations and reducing complexity. -2. **Scalability**: With Swarms, you can easily scale your AI deployment to meet growing demands, without sacrificing performance or reliability. -3. **Flexibility**: Swarms supports a wide range of LLM agents and frameworks, giving you the freedom to choose the best tools for your organization. - -**Getting Started with Swarms** - -To install Swarms, simply run the following command: `pip3 install -U swarms`. Visit our GitHub repository (https://github.com/kyegomez/swarms) to explore the framework's features and capabilities. - -**Unlock the Full Potential of AI with Swarms** - -By embracing the Swarms Python framework, you'll be able to: - -* Automate complex tasks and workflows -* Enhance collaboration and productivity across teams -* Drive innovation and stay ahead of the competition - -Discover how Swarms can transform your organization's AI deployment strategy. Explore our GitHub repository today and start harnessing the power of AI orchestration.**Revolutionize Your AI Deployment with Swarms Python Framework** - -As a leader in the tech industry, you're constantly seeking ways to boost productivity, streamline operations, and drive innovation. The Swarms Python framework is here to revolutionize your AI deployment strategy. With Swarms, you can effortlessly orchestrate swarms of Large Language Model (LLM) agents, unlocking a new level of efficiency and scalability. - -**The Power of AI Orchestration** - -In today's fast-paced business landscape, organizations need to be agile and responsive to changing market conditions. Swarms enables you to create complex AI workflows and automate tasks with ease, freeing up your team to focus on high-value activities. By leveraging Swarms, you can: - -* **Enhance Collaboration**: Streamline communication and collaboration across teams, ensuring that everyone is working towards a common goal. -* **Drive Innovation**: Automate routine tasks and focus on high-value activities that drive innovation and growth. -* **Improve Productivity**: Optimize your AI deployment strategy and reduce the time and resources required to manage multiple LLM agents. - -**Why Choose Swarms?** - -1. **Seamless Orchestration**: Swarms enables you to manage multiple LLM agents in a single workflow, streamlining your AI operations and reducing complexity. -2. **Scalability**: With Swarms, you can easily scale your AI deployment to meet growing demands, without sacrificing performance or reliability. -3. **Flexibility**: Swarms supports a wide range of LLM agents and frameworks, giving you the freedom to choose the best tools for your organization. - -**Real-World Applications of Swarms** - -Swarms has been successfully deployed in various industries, including: - -* **Customer Service**: Automate customer support tasks and improve response times. -* **Content Generation**: Generate high-quality content at scale, reducing the need for manual intervention. -* **Data Analysis**: Analyze large datasets and gain valuable insights, driving business growth and innovation. - -**Getting Started with Swarms** - -To install Swarms, simply run the following command: `pip3 install -U swarms`. Visit our GitHub repository (https://github.com/kyegomez/swarms) to explore the framework's features and capabilities. - -**Unlock the Full Potential of AI with Swarms** - -By embracing the Swarms Python framework, you'll be able to: - -* Automate complex tasks and workflows -* Enhance collaboration and productivity across teams -* Drive innovation and stay ahead of the competition - -Discover how Swarms can transform your organization's AI deployment strategy. Explore our GitHub repository today and start harnessing the power of AI orchestration. - -#AI #ArtificialIntelligence #LLM #LargeLanguageModel #Swarms #PythonFramework #AIOrchestration #Innovation #Productivity #Scalability #Flexibility #CustomerService #ContentGeneration #DataAnalysis",2024-08-31T16:55:39.852551 -1c43c617-cd94-4f26-96c2-8bd17833ed3b,Email-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","Subject: Unlock the Power of Autonomous LLM Agents with Swarms Python Framework - -Dear Fellow Developer, - -Are you tired of manually managing complex AI workflows? Do you dream of unleashing the full potential of Large Language Models (LLMs) in your applications? Look no further than the Swarms Python framework, designed to revolutionize the way you work with LLM agents. - -**What is Swarms?** - -Swarms is an open-source Python framework that empowers you to orchestrate swarms of LLM agents, streamlining your development process and unlocking new possibilities in AI-driven applications. With Swarms, you can: - -* **Simplify complex workflows**: Easily manage multiple LLM agents and create dynamic, autonomous workflows. -* **Boost productivity**: Focus on high-level tasks while Swarms takes care of the underlying complexity. -* **Accelerate innovation**: Unlock new use cases and applications with the power of swarming LLM agents. - -**Key Features:** - -* **Modular architecture**: Easily integrate Swarms with your existing tech stack. -* **Flexible deployment options**: Run Swarms on-premises, in the cloud, or in hybrid environments. -* **Intuitive API**: Write Python code to control your LLM agents and workflows. - -**Getting Started:** - -Ready to experience the power of Swarms? Install the framework today with a single command: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms, access tutorials, and connect with our community: https://github.com/kyegomez/swarms - -Join our next webinar to learn from the creators of Swarms and see the framework in action: [insert webinar link] - -**Take the First Step Towards Autonomous AI Workflows:** - -Start building with Swarms today and discover a new world of possibilities. - -Best regards, - -[Your Name] -Swarms Community Team**Email 1: Unlock the Power of Autonomous LLM Agents with Swarms Python Framework** - -Subject: Unlock the Power of Autonomous LLM Agents with Swarms Python Framework - -Dear Fellow Developer, - -Are you tired of manually managing complex AI workflows? Do you dream of unleashing the full potential of Large Language Models (LLMs) in your applications? Look no further than the Swarms Python framework, designed to revolutionize the way you work with LLM agents. - -**What is Swarms?** - -Swarms is an open-source Python framework that empowers you to orchestrate swarms of LLM agents, streamlining your development process and unlocking new possibilities in AI-driven applications. With Swarms, you can: - -* **Simplify complex workflows**: Easily manage multiple LLM agents and create dynamic, autonomous workflows. -* **Boost productivity**: Focus on high-level tasks while Swarms takes care of the underlying complexity. -* **Accelerate innovation**: Unlock new use cases and applications with the power of swarming LLM agents. - -**Key Features:** - -* **Modular architecture**: Easily integrate Swarms with your existing tech stack. -* **Flexible deployment options**: Run Swarms on-premises, in the cloud, or in hybrid environments. -* **Intuitive API**: Write Python code to control your LLM agents and workflows. - -**Getting Started:** - -Ready to experience the power of Swarms? Install the framework today with a single command: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms, access tutorials, and connect with our community: https://github.com/kyegomez/swarms - -Join our next webinar to learn from the creators of Swarms and see the framework in action: [insert webinar link] - -**Take the First Step Towards Autonomous AI Workflows:** - -Start building with Swarms today and discover a new world of possibilities. - -Best regards, - -[Your Name] -Swarms Community Team - -**Email 2: Simplify AI Workflows with Swarms: A Success Story** - -Subject: Simplify AI Workflows with Swarms: A Success Story - -Dear AI Enthusiast, - -Are you struggling to manage complex AI workflows? Do you wish there was a way to simplify your development process and unlock new possibilities in AI-driven applications? We have exciting news for you! - -One of our users, a leading AI research institution, was facing similar challenges. They were manually managing multiple LLM agents, which led to: - -* **Inefficient workflows**: Manual management of LLM agents resulted in errors and wasted time. -* **Limited scalability**: As the number of agents increased, the complexity of workflows grew exponentially. -* **Stagnant innovation**: The team spent too much time on low-level tasks, hindering their ability to innovate. - -Then, they discovered Swarms. By leveraging the power of the Swarms Python framework, they were able to: - -* **Streamline workflows**: Easily manage multiple LLM agents and create dynamic, autonomous workflows. -* **Boost productivity**: Focus on high-level tasks while Swarms took care of the underlying complexity. -* **Accelerate innovation**: Unlock new use cases and applications with the power of swarming LLM agents. - -**Hear from the institution:** - -""Swarms has revolutionized the way we work with LLM agents. We can now focus on high-level tasks, and the framework takes care of the underlying complexity. We've seen a significant increase in productivity and innovation."" - [Institution's Name] - -**Get Started with Swarms:** - -Don't let complex AI workflows hold you back. Install Swarms today and experience the power of autonomous LLM agents: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms, access tutorials, and connect with our community: https://github.com/kyegomez/swarms - -Join our next webinar to learn from the creators of Swarms and see the framework in action: [insert webinar link] - -**Discover the Power of Swarms:** - -Start building with Swarms today and discover a new world of possibilities. - -Best regards, - -[Your Name] -Swarms Community Team - -**Email 3: Exclusive Invitation: Join the Swarms Community and Unlock AI Potential** - -Subject: Exclusive Invitation: Join the Swarms Community and Unlock AI Potential - -Dear AI Developer, - -Are you ready to unlock the full potential of Large Language Models (LLMs) in your applications? Do you want to join a community of like-minded individuals who are pushing the boundaries of AI-driven innovation? We have an exclusive invitation for you! - -We're excited to introduce the Swarms Community, a platform where you can: - -* **Connect with experts**: Collaborate with the creators of Swarms and other experts in the field. -* **Share knowledge**: Access tutorials, documentation, and best practices for using Swarms. -* **Stay updated**: Get the latest news, updates, and insights on AI-driven innovation. - -As a member of the Swarms Community, you'll gain exclusive access to: - -* **Early releases**: Get early access to new features, updates, and releases. -* **Priority support**: Receive priority support for any questions or issues you may have. -* **Community events**: Participate in webinars, workshops, and other community events. - -**Join the Swarms Community Today:** - -Ready to unlock the full potential of LLMs and join a community of like-minded individuals? Join the Swarms Community today: - -https://github.com/kyegomez/swarms - -**Getting Started with Swarms:** - -Don't forget to install Swarms and start building with the framework today: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms and access tutorials: https://github.com/kyegomez/swarms - -**Unlock AI Potential:** - -Join the Swarms Community today and start building with the power of autonomous LLM agents. - -Best regards, - -[Your Name] -Swarms Community Team",2024-08-31T16:55:39.852551 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc.csv alias b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:55:39.852551_run_id_8a6840eb342844408670e73dce551bfc.csv alias deleted file mode 100644 index 647c4f190dbb76aee919cb8735e8e277185c5517..0000000000000000000000000000000000000000 GIT binary patch literal 0 HcmV?d00001 literal 1124 zcmbW0&ubGw6vt=NR4w$dZG?&!gLty0yV+mago385L9zZo6Y(G{$?k-#ZIZH^8obs1 z1NP*}iwDI+kNyF<7z7dW4+uR79xaF`!T5dKS(El8K6v{+@4cBf^JZrn-R=g1wCiDP zZ7}JTG)2=geMx@oUtaC64a-L!GBZ#(Gq41+Fp|VrE#hGWo)do5uZQi(?fdXgiBSY>)J!w)hT9!C@LjuZ z*@ns+x}n*IVW_rMPEa8AL zB|dLjAlcv1?k2gPqP~P5&;|g7c z{7q%i)9>+kO#P88LFvW3k3GBzFpVLR!Rvyrfma1r!9BsXDSimv6!BCR?@`=|S@0_n zm%;mj7r+OC7r_I;8SqGO7CbNNsNkf&G+=B;j9CC970cp)u{{x&Mw9U}nC>FU(jj9l QQS&1BqhLG5b{-4<16@;=;s5{u diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7 2.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7 2.csv deleted file mode 100644 index 74c8246aa..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7 2.csv +++ /dev/null @@ -1,99 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Twitter-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","""Unlock the power of Large Language Models with Swarms, a Python framework that enables you to orchestrate swarms of LLM agents. Simplify complex tasks and amplify your AI capabilities. Get started today: pip3 install -U swarms. Explore the repository: https://github.com/kyegomez/swarms""",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Instagram-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Distributed AI with Swarms** - -[Visual: A futuristic illustration of interconnected nodes or agents working together] - -Take your AI projects to the next level with Swarms, a Python framework that enables the orchestration of swarms of LLM (Large Language Model) agents. With Swarms, you can harness the collective power of multiple agents to tackle complex tasks and achieve unparalleled performance. - -[Visual: A screenshot of the Swarms GitHub repository, highlighting the framework's features and documentation] - -Key Features: - -* Orchestrate swarms of LLM agents for distributed AI applications -* Scalable and flexible architecture for seamless integration -* Easy-to-use API for rapid development and deployment - -[Visual: A short video clip demonstrating the installation process and a basic example of using Swarms] - -Get started with Swarms today! 🚀 - -`pip3 install -U swarms` - -Visit the GitHub repository to learn more and start building your own distributed AI applications: https://github.com/kyegomez/swarms",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Facebook-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Swarm Intelligence with Swarms Python Framework** - -Are you looking for a way to take your AI development to the next level? Look no further than the Swarms Python framework. This powerful tool enables you to orchestrate swarms of Large Language Model (LLM) agents, allowing you to tackle complex tasks and solve real-world problems. - -With Swarms, you can create and manage multiple LLM agents, each with its own strengths and weaknesses, to work together in harmony. This approach enables you to: - -* Improve the accuracy and efficiency of your AI models -* Handle large-scale data processing and analysis -* Develop more sophisticated and human-like AI systems - -Getting started with Swarms is easy. Simply run the following command in your terminal: - -`pip3 install -U swarms` - -Visit our GitHub repository to learn more about the Swarms framework and how it can help you achieve your AI goals: https://github.com/kyegomez/swarms - -Join the conversation and share your experiences with Swarms in the comments below. - -Tagged: @kyegomez, @SwarmsCommunity",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,LinkedIn-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Large Language Models with Swarms Python Framework** - -As a developer or enterprise leader in the AI and software development space, you're likely no stranger to the vast potential of Large Language Models (LLMs). However, managing and orchestrating these complex models can be a daunting task, hindering your ability to unlock their full potential. - -That's where the Swarms Python framework comes in – a game-changing tool designed to simplify the process of deploying and managing swarms of LLM agents. With Swarms, you can effortlessly orchestrate multiple models, streamlining your workflow and amplifying productivity. - -By leveraging the Swarms framework, you can: - -* **Simplify LLM deployment**: Easily manage and deploy multiple LLM agents, reducing the complexity and overhead associated with model management. -* **Boost productivity**: Automate tasks and workflows, freeing up valuable time and resources for more strategic initiatives. -* **Enhance innovation**: Unlock the full potential of LLMs, driving innovation and competitive advantage within your organization. - -Getting started with Swarms is straightforward. Simply run the following command to install the framework: - -`pip3 install -U swarms` - -To learn more about the Swarms Python framework and explore its capabilities, visit the official GitHub repository: https://github.com/kyegomez/swarms - -Discover how Swarms can revolutionize your approach to LLM deployment and management. Try it out today and experience the power of orchestrated LLM agents.",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Email-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","Subject: Unlock the Power of Swarm Intelligence with Swarms Python Framework - -Dear Fellow Developer, - -Are you tired of manually managing multiple LLM agents and struggling to scale your AI projects? Look no further. We're excited to introduce you to Swarms, a revolutionary Python framework that enables you to orchestrate swarms of LLM agents with ease. - -**What is Swarms?** - -Swarms is an open-source framework that allows you to create, manage, and deploy swarms of LLM agents. With Swarms, you can: - -* **Simplify agent management**: Easily create, configure, and manage multiple LLM agents from a single interface. -* **Scale your AI projects**: Orchestrate swarms of agents to process large datasets, perform complex tasks, and achieve faster results. -* **Improve collaboration**: Share and reuse agent configurations, models, and data with your team. - -**Key Features:** - -* **Agent Management**: Create, configure, and manage multiple LLM agents from a single interface. -* **Swarms Orchestration**: Orchestrate swarms of agents to process large datasets and perform complex tasks. -* **Model Management**: Share and reuse agent configurations, models, and data with your team. -* **Extensive Customization**: Customize agent behavior, models, and data to suit your specific needs. - -**Getting Started with Swarms** - -Ready to unlock the power of swarm intelligence? Install Swarms today using pip3: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms and access our documentation, tutorials, and examples: https://github.com/kyegomez/swarms - -**Join our Community** - -Stay up-to-date with the latest developments, best practices, and success stories from the Swarms community. Join our next webinar to learn more about Swarms and how to get the most out of our framework. - -Best regards, - -[Your Name] - -P.S. Don't miss out on the opportunity to revolutionize your AI projects with Swarms. Install now and start achieving faster results today!",2024-08-31T16:57:02.238427 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv deleted file mode 100644 index 74c8246aa..000000000 --- a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv +++ /dev/null @@ -1,99 +0,0 @@ -Run ID,Agent Name,Task,Result,Timestamp -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Twitter-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","""Unlock the power of Large Language Models with Swarms, a Python framework that enables you to orchestrate swarms of LLM agents. Simplify complex tasks and amplify your AI capabilities. Get started today: pip3 install -U swarms. Explore the repository: https://github.com/kyegomez/swarms""",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Instagram-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Distributed AI with Swarms** - -[Visual: A futuristic illustration of interconnected nodes or agents working together] - -Take your AI projects to the next level with Swarms, a Python framework that enables the orchestration of swarms of LLM (Large Language Model) agents. With Swarms, you can harness the collective power of multiple agents to tackle complex tasks and achieve unparalleled performance. - -[Visual: A screenshot of the Swarms GitHub repository, highlighting the framework's features and documentation] - -Key Features: - -* Orchestrate swarms of LLM agents for distributed AI applications -* Scalable and flexible architecture for seamless integration -* Easy-to-use API for rapid development and deployment - -[Visual: A short video clip demonstrating the installation process and a basic example of using Swarms] - -Get started with Swarms today! 🚀 - -`pip3 install -U swarms` - -Visit the GitHub repository to learn more and start building your own distributed AI applications: https://github.com/kyegomez/swarms",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Facebook-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Swarm Intelligence with Swarms Python Framework** - -Are you looking for a way to take your AI development to the next level? Look no further than the Swarms Python framework. This powerful tool enables you to orchestrate swarms of Large Language Model (LLM) agents, allowing you to tackle complex tasks and solve real-world problems. - -With Swarms, you can create and manage multiple LLM agents, each with its own strengths and weaknesses, to work together in harmony. This approach enables you to: - -* Improve the accuracy and efficiency of your AI models -* Handle large-scale data processing and analysis -* Develop more sophisticated and human-like AI systems - -Getting started with Swarms is easy. Simply run the following command in your terminal: - -`pip3 install -U swarms` - -Visit our GitHub repository to learn more about the Swarms framework and how it can help you achieve your AI goals: https://github.com/kyegomez/swarms - -Join the conversation and share your experiences with Swarms in the comments below. - -Tagged: @kyegomez, @SwarmsCommunity",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,LinkedIn-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","**Unlock the Power of Large Language Models with Swarms Python Framework** - -As a developer or enterprise leader in the AI and software development space, you're likely no stranger to the vast potential of Large Language Models (LLMs). However, managing and orchestrating these complex models can be a daunting task, hindering your ability to unlock their full potential. - -That's where the Swarms Python framework comes in – a game-changing tool designed to simplify the process of deploying and managing swarms of LLM agents. With Swarms, you can effortlessly orchestrate multiple models, streamlining your workflow and amplifying productivity. - -By leveraging the Swarms framework, you can: - -* **Simplify LLM deployment**: Easily manage and deploy multiple LLM agents, reducing the complexity and overhead associated with model management. -* **Boost productivity**: Automate tasks and workflows, freeing up valuable time and resources for more strategic initiatives. -* **Enhance innovation**: Unlock the full potential of LLMs, driving innovation and competitive advantage within your organization. - -Getting started with Swarms is straightforward. Simply run the following command to install the framework: - -`pip3 install -U swarms` - -To learn more about the Swarms Python framework and explore its capabilities, visit the official GitHub repository: https://github.com/kyegomez/swarms - -Discover how Swarms can revolutionize your approach to LLM deployment and management. Try it out today and experience the power of orchestrated LLM agents.",2024-08-31T16:57:02.238427 -9663579b-cf37-4ba7-a8ef-dbcdfd4c75fd,Email-Swarms-Agent,"Promote the Swarms Python framework: https://github.com/kyegomez/swarms. Highlight how it enables you to orchestrate swarms of LLM agents, and include the command: pip3 install -U swarms. No hashtags and minimal emojis","Subject: Unlock the Power of Swarm Intelligence with Swarms Python Framework - -Dear Fellow Developer, - -Are you tired of manually managing multiple LLM agents and struggling to scale your AI projects? Look no further. We're excited to introduce you to Swarms, a revolutionary Python framework that enables you to orchestrate swarms of LLM agents with ease. - -**What is Swarms?** - -Swarms is an open-source framework that allows you to create, manage, and deploy swarms of LLM agents. With Swarms, you can: - -* **Simplify agent management**: Easily create, configure, and manage multiple LLM agents from a single interface. -* **Scale your AI projects**: Orchestrate swarms of agents to process large datasets, perform complex tasks, and achieve faster results. -* **Improve collaboration**: Share and reuse agent configurations, models, and data with your team. - -**Key Features:** - -* **Agent Management**: Create, configure, and manage multiple LLM agents from a single interface. -* **Swarms Orchestration**: Orchestrate swarms of agents to process large datasets and perform complex tasks. -* **Model Management**: Share and reuse agent configurations, models, and data with your team. -* **Extensive Customization**: Customize agent behavior, models, and data to suit your specific needs. - -**Getting Started with Swarms** - -Ready to unlock the power of swarm intelligence? Install Swarms today using pip3: - -`pip3 install -U swarms` - -Explore our GitHub repository to learn more about Swarms and access our documentation, tutorials, and examples: https://github.com/kyegomez/swarms - -**Join our Community** - -Stay up-to-date with the latest developments, best practices, and success stories from the Swarms community. Join our next webinar to learn more about Swarms and how to get the most out of our framework. - -Best regards, - -[Your Name] - -P.S. Don't miss out on the opportunity to revolutionize your AI projects with Swarms. Install now and start achieving faster results today!",2024-08-31T16:57:02.238427 diff --git a/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv alias b/examples/workshops/spreadsheet_workspace/aug_31_workshop/spreadsheet_swarm_2024-08-31T16:57:02.238427_run_id_c84713ea0f8a48ccbda41e7b7e280be7.csv alias deleted file mode 100644 index 69b37ee207b84341f5c1cd9a12f50cc630730317..0000000000000000000000000000000000000000 GIT binary patch literal 0 HcmV?d00001 literal 1124 zcmbW0zi-n(6vxkL3RJ34+9DNLh!7j3{&kJrs1l?y5r_g6B!~gYa_oy@wMi;FC1NZ5 z19X9jg#pCC$iNr|A_kE146MYGi{HEuJ?QSP-=C3*Fe75)G`8QcF+0(~2PY3WX z$T_BE7LDSXRw!4l@&Y$`v9MCnLEN?~E4pSlj+yTNG0lN~UpQ(hM(eAvXC>ddTf4LF zbo`x`Xm_s%_=Js6L^s5vaW7}S%>3(}P?s(BzwU%d`@wk!?XV6^_D^tx(xY~ z%A==WqtS@^BUyyfi+PuLcoSe6Ly`lpOTGeLm0SgPCD$hS9(YT}GkLs6c_*g9FJwFi zek*wnyf1kk+?Tun9!k!GXJs7?oYq(RjP1%Xb6}(rneQ{UC*#U+JU$1eyGXKlz*tk( PJP-aP+0L-t2a Date: Mon, 14 Oct 2024 19:19:54 -0400 Subject: [PATCH 3/3] logger to swarmnetwork and optional Agent tools --- swarms/structs/agent.py | 4 ++-- swarms/structs/swarm_net.py | 1 + 2 files changed, 3 insertions(+), 2 deletions(-) diff --git a/swarms/structs/agent.py b/swarms/structs/agent.py index 47e410824..415f0ee18 100644 --- a/swarms/structs/agent.py +++ b/swarms/structs/agent.py @@ -194,7 +194,7 @@ def __init__( agent_description: Optional[str] = None, system_prompt: Optional[str] = AGENT_SYSTEM_PROMPT_3, # TODO: Change to callable, then parse the callable to a string - tools: List[Callable] = None, + tools: Optional[List[Callable]] = None, dynamic_temperature_enabled: Optional[bool] = False, sop: Optional[str] = None, sop_list: Optional[List[str]] = None, @@ -240,7 +240,7 @@ def __init__( function_calling_type: str = "json", output_cleaner: Optional[Callable] = None, function_calling_format_type: Optional[str] = "OpenAI", - list_base_models: Optional[List[BaseModel]] = [], + list_base_models: Optional[List[BaseModel]] = None, metadata_output_type: str = "json", state_save_file_type: str = "json", chain_of_thoughts: bool = False, diff --git a/swarms/structs/swarm_net.py b/swarms/structs/swarm_net.py index 33be00de9..f42683b6e 100644 --- a/swarms/structs/swarm_net.py +++ b/swarms/structs/swarm_net.py @@ -133,6 +133,7 @@ def __init__( self.host = host self.port = port self.swarm_callable = swarm_callable + self.logger = logger # Ensure that the agents list is not empty if not agents: